Exhibit 14.2
AMWEST IMAGING INCORPORATED
CODE OF BUSINESS CONDUCT AND ETHICS
This booklet is being distributed annually to Amwest Imaging Incorporated
directors, officers and employees around the country. If you have questions or
need guidance or additional copies, please contact the corporate office at 815
John St. Suite 150, Evansville, IN or via telephone at (812) 250-4210.
To: All directors, officers and employees of Amwest Imaging Incorporated. and
our subsidiaries and affiliates
Re: A Message from Jason Gerteisen
Amwest Imaging Incorporated ("Amwest") is committed to operating with honesty,
fairness and integrity. This Code of Business Conduct and Ethics (the "Code") is
your guide for achieving each of these objectives. This Code contains the
standards and ethical principles necessary to assist us in making the right
decisions when faced with ethical issues. These standards and principles reflect
our company's excellent reputation as an ethical and law-abiding corporate
citizen. Maintaining an excellent reputation will enable us to attract and
retain customers, improve our competitive position and enhance stockholder value
for years to come.
Because the Code cannot address every possible ethical situation, particularly
in a rapidly changing environment, we have included in the Code various phone
numbers you can call to seek assistance and/or discuss concerns regarding the
Code.
The image and reputation of every organization is determined by the example
established by its people. Amwest is proud of its image and intends to continue
to maintain its high standards.
Sincerely,
Jason Gerteisen
Chairman of the Board and
President
INTRODUCTION
Amwest Imaging Incorporated ("Amwest") is committed to maximizing the value of
our stockholders' investment in Amwest, while conducting our business in a
manner that is socially responsible and in compliance with the laws and
regulations that apply to our business. Therefore, this Code of Business Conduct
and Ethics (the "Code") has been adopted by our company's Board of Directors and
summarizes the standards that must guide our actions. In short, these standards
are designed to deter wrongdoing and promote the following: (i) honest and
ethical conduct, including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships; (ii) full, fair,
accurate, timely, and understandable disclosure in reports and documents that
Amwest files with, or submits to, the Securities and Exchange Commission (the
"SEC") and in other public communications made by Amwest; (iii) compliance with
applicable governmental laws, rules and regulations; (iv) the prompt internal
reporting to an appropriate person or persons identified herein regarding
violations of this Code; and (v) accountability for adherence to this Code. The
directors, officers and employees of Amwest are responsible for their individual
actions and for compliance with the policies set forth in this Code. Each
director, officer and employee of Amwest is required to read and follow the Code
as a condition of such person's position with Amwest. Please be advised that
this Code is not an employment contract of any form and does not in any manner
amend or modify the terms and conditions of your employment with Amwest.
HONEST AND ETHICAL CONDUCT
Amwest requires its directors, officers and employees to discharge each of their
respective responsibilities in accordance with the law and the highest standards
of business ethics. If at any time a director, officer or employee is uncertain
regarding the validity or legitimacy of a proposed course of action, the
application of a law or regulation, or the applicability of the policies
described in this Code, such person should contact the corporate office, in the
future, such telephone number, web address or other telecommunications medium
that Amwest will disclose on its website for such help and information (the
"Help Source").
REPORTING PROCEDURES
OBLIGATION TO REPORT - If any director, officer or employee believes that
actions have taken place, may be taking place, or are about to take place,
that violate or would violate the Code, such person is obligated to report
the matter to the Company or, if available, the Help Source. Each of us is
encouraged to consult with a supervisor, human resources representative,
company lawyer, financial controller, manager or other employee you trust
regarding questions relating to this Code.
NO RETALIATION - Amwest will keep the identity of the director, officer or
employee making the report confidential. If a director, officer or employee
reports in good faith a suspected violation of this Code, the individual
making the report or providing information regarding the same will not be
subject to discipline or other retaliatory action for doing so. Any
director, officer or employee of Amwest who engages in retaliatory actions
will be subject to disciplinary action, including the possibility of
termination.
CONSEQUENCES FOR VIOLATION - Any person in violation of this Code will be
subject to discipline, including possible termination. Additionally, Amwest
may have a legal obligation to bring violations of the Code to the
attention of appropriate enforcement authorities (as some violations are
also violations of the law). In such cases, civil or criminal penalties may
also be imposed.
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FAIR DEALING
The directors, officers and employees of Amwest must endeavor to deal fairly and
in good faith with fellow directors, officers, employees, customers, suppliers,
competitors, visitors, neighbors in the communities in which we operate and any
others with whom we come in contact as representatives of Amwest. The directors,
officers and employees of Amwest must not take unfair advantage of anyone
through manipulation, concealment, abuse of privileged or confidential
information, intentional misrepresentations of facts, fraudulent behavior or any
other unfair practice.
COMPLIANCE WITH LAWS, RULES, AND REGULATIONS
Amwest takes a proactive stance on compliance with applicable laws, rules and
regulations of federal, state, provincial and local governments, and other
appropriate private and public regulatory agencies. Accordingly, Amwest requires
its directors, officers and employees to comply with applicable laws, rules and
regulations, including insider trading and antitrust laws, each of which are
discussed elsewhere in this Code. Amwest also requires its directors, officers
and employees to comply with the following:
PROHIBITION ON FRAUD - Amwest strictly prohibits any fraudulent activity,
including any act that constitutes cheating, stealing, deceiving or lying.
The directors, officers and employees of Amwest must act in good faith,
responsibly, with due care, competence and diligence, without intentionally
representing facts or allowing independent judgment to be subordinated.
EQUAL OPPORTUNITY - It is the policy of Amwest to operate under sound and
legal personnel policies. Amwest objective is to be equitable and fair in
the treatment of all directors, officers and employees in all situations.
This includes, but is not limited to, the following: (i) the selection and
placement of any individual is based on that individual's qualifications,
without regard to race, religion, national origin, sex, age or disability;
and (ii) compensating individuals in accordance with an his or her
contribution to Amwest, without regard to race, religion, national origin,
sex, age or disability.
HARASSMENT-FREE WORKPLACE - The directors, officers and employees of Amwest
must maintain an environment that is free of any form of discrimination or
harassment. All employment-related decisions must be based on the needs of
the business, individual qualifications, ability, contribution and
demonstrated performance.
CONFIDENTIAL INFORMATION REGARDING DIRECTORS, OFFICERS AND EMPLOYEES - In
conducting business, it is necessary to collect, maintain and use personal
information about directors, officers and employees. Only job-related
information and personal information related to business, benefits and
legal purposes will be collected and maintained. This information will be
maintained on a strictly confidential basis. The use or disclosure of any
of this information is limited to required business or legal purposes.
GIFTS AND BRIBES
It is contrary to Amwest policy and the laws of the United States to offer,
solicit, give or accept bribes or kickbacks, or transfer or receive money or
anything of value which could improperly influence one's conduct. Punishment is
particularly severe for improper payments involving government officials in the
United States or abroad. However, occasional business meals, social events or
souvenirs of nominal value may be appropriate if reasonably limited in cost and
frequency. Specific rules and prohibitions apply to business conducted with
government agencies. Special care must be taken to understand and comply with
these rules. Do not hesitate to contact the Company or, if available, the Help
Source if you have a question or encounter a troubling situation.
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CONFLICTS OF INTEREST
The directors, officers and employees of Amwest have a duty of loyalty to Amwest
and must act in the best interests of Amwest. Therefore, directors, officers and
employees shall not engage in activities that give rise to a conflict of
interest or even the appearance of a conflict of interest, without the approval
of the General Counsel. A "conflict of interest" exists when a director's,
officer's or employees private interest would reasonably be expected to
interfere, or even appear to interfere, with the interests of Amwest as a whole.
In dealing with customers, suppliers, rivals or competitors, we must not engage
in activities that may make it difficult to perform our work objectively and
effectively or, directly or indirectly, cast doubt or create even the appearance
that we cannot act with complete objectivity.
Conflicts of interest may include, but are not limited to, the following:
1) Receiving improper personal benefits for an individual or such
individual's family as a result of one's position at Amwest
2) Holding an ownership interest (other than a nominal amount of stock in
a publicly-traded company) in any supplier, customer or competitor of
Amwest
3) Loaning money to, or borrowing money from, individuals or concerns
that do business with or compete with Amwest, except transactions with
banks or other financial institutions in accordance with normal
business practices
4) Engaging in any outside business activity that is competitive with
Amwest business
5) Receiving any gifts, gratuities, or excessive entertainment fees or
payment from any party with which Amwest does business with
6) Amwest has business dealings, except for commonly distributed items of
nominal value that conform to customary industry practices. Any gifts
that are not of nominal value must be returned immediately and
reported to a supervisor. If an immediate return is not practical, the
item or items should be given to Amwest for charitable disposition
7) Accepting outside employment that adversely affects one's work for
Amwest;
8) Serving on a board of directors of any customer, supplier or
competitor of Amwest, unless such service has been disclosed and
approved by the Amwest Board of Directors;
9) Using for personal gain or for the benefit of others, confidential
information obtained during one's affiliation with Amwest.
The directors, officers and employees of Amwest are encouraged to discuss with
the Company any questions regarding a transaction or relationship that could
reasonably be expected to give rise to a conflict. The directors, officers and
employees of Amwest must fully disclose the nature of any proposed conduct or
transaction that involves or could involve a conflict of interest and obtain
approval before any action is undertaken. It is the responsibility of each
director, officer and employee of Amwest to disclose to the Company all personal
interests or circumstances that might constitute a conflict of interest as soon
as the circumstances arise. Some conflicts of interest may arise innocently
because of circumstances alone, without deliberate action on the part of an
individual. If one finds himself or herself in such a position, such person must
immediately notify the Company for guidance.
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PROTECTION AND PROPER USE OF COMPANY ASSETS
The assets of Amwest, such as information, materials, supplies, time,
intellectual property, software, hardware and facilities, among other property,
are valuable resources owned, licensed, or otherwise belonging to Amwest. The
directors, officers and employees of Amwest are responsible for safeguarding the
company assets. The assets of Amwest must only be used for legitimate business
purposes. The personal use of company assets without permission is prohibited. A
director, officer or employee that becomes aware of the theft or misuse of
company assets must report the matter to the Company or, if available, the Help
Source.
Amwest realizes that sometimes the line between personal and company benefit is
difficult to determine. The only prudent course of conduct is to ensure that any
use of Amwest property or services that is not solely for the benefit of Amwest
is approved beforehand by the Board of Directors.
CORPORATE OPPORTUNITIES
The directors, officers and employees of Amwest owe a duty to Amwest to advance
the company's interests when the opportunity arises. Accordingly, no director,
officer or employee may: (i) take for himself or herself opportunities that are
discovered through the use of corporate property or information or such person's
position; (ii) use corporate property, information or such person's position for
personal gain; or (iii) compete, directly or indirectly, with Amwest.
INTELLECTUAL PROPERTY
Amwest intellectual property includes inventions, improvements, ideas,
information, software, models and programs, together with the related materials,
documentation, patents, trademarks, copyrights and other rights that accompany
them. Amwest intellectual property rights are extremely valuable to the company.
While Amwest sometimes allows others to purchase or use its intellectual
property through formal agreements, the directors, officers and employees of
Amwest must recognize and report the unauthorized use of our business assets by
other.
It is also the policy of Amwest to respect the intellectual property of others.
Amwest prohibits the infringement of patents, copyrights, trademarks, computer
software, protected writings, products or processes and similar business
property rights of others. We do not copy or use the intellectual property of
others without proper prior written authorization.
CONFIDENTIALITY
The directors, officers and employees of Amwest must maintain the
confidentiality of information entrusted to them by Amwest, its business
partners, suppliers, customers or others related to Amwest business except when
disclosure is authorized or legally mandated. Confidential information is
information that is not generally known to the public or our competitors. The
directors, officers and employees of Amwest must not use confidential
information acquired in the course of business for personal advantage.
POLITICAL ACTIVITIES AND CONTRIBUTIONS
Amwest prohibits its directors, officers and employees from using their time at
work for political activities. Any director, officer or employee of Amwest that
has any questions about what is proper should consult with the Company before
engaging in any activity that could be construed as involving Amwest in any
political activity, including any monetary contributions at the federal, state
or local level or in any foreign countries. The directors, officers and
employees of Amwest must distinguish their personal views from those of Amwest
unless specifically authorized by Amwest to speak on Amwest behalf.
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ACCOUNTING PRACTICES
It is the policy of Amwest to fully and fairly disclose the financial condition
of the company in compliance with applicable accounting principles, laws, rules
and regulations. The books and records of Amwest must be kept in such a way as
to fully and fairly reflect all company transactions. It is also the policy of
Amwest to cooperate fully with the internal and external auditors and to
disclose to them all required information on a timely, complete and accurate
basis so that they can ensure compliance with these principles.
ANTITRUST AND FAIR TRADE
Governments have established antitrust and fair trade laws to protect and
promote competition. The most serious infractions usually involve collusion
among competitors. In some countries, violations of these laws can result in
criminal penalties. Whenever legitimate contact with competitors is
contemplated, you should seek advice from the Company before proceeding.
Amwest prohibits directors, officers and employees from working with competitors
to fix prices or to allocate markets or customers. Amwest also prohibits
attempts to control the prices at which Amwest distributors or other customers
resell Amwest products or services, or to agree with another person or business
not to do business with a third party. The best approach is to limit contact
with competitors and, when contact is necessary, to avoid discussions about
prices or any of the prohibited activities listed here.
PUBLIC DISCLOSURE, INSIDE INFORMATION AND COMPANY STOCK TRADING
Amwest stock is publicly traded on the NASDAQ.OB. Therefore, there are specific
rules regarding trading and the disclosure of information, which must be
observed by all directors, officers and employees. The directors, officers and
employees of Amwest must strive to ensure full, fair, accurate, timely and
understandable disclosure in reports that we file with the SEC and in other
public communications.
Applicable law also regulates the manner in which the directors, officers and
employees of Amwest use and disclose inside information, which primarily
includes any material information about Amwest that could affect the market
price and investor decisions about our stock. Certain individuals will have
access to inside information about Amwest, including financial performance,
negotiations about acquisitions or divestitures or major R&D and the like. Such
inside information must be held in strict confidence, except when we are
authorized or otherwise legally obligated to disclose the information.
Amwest has in place a policy on insider trading which has been circulated to all
directors, officers, and employees. Strict adherence to that policy is required.
CONCLUSION
This Code cannot and is not intended to cover every applicable law or provide
answers to all the questions that may arise. The Code is intended to alert our
directors, officers and employees to potential problem situations and provide a
better understanding of what is expected of us in our business conduct. If you
have any questions about the principles covered in this Code, please contact the
General Counsel.
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