Attached files
Exhibit 14.1
ENGLOBAL CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
Introduction
Our Corporation's reputation for honesty and integrity is the sum of the
personal reputations of our directors, officers and employees. To protect this
reputation and to promote compliance with laws, rules and regulations, this Code
of Business Conduct and Ethics has been adopted by our Board of Directors. This
Code of Conduct is only one aspect of our commitment to ethical conduct, and
should be read in conjunction with the policies contained in our Employee
Handbook (the "Employee Handbook").
This Code sets out the basic standards of ethics and conduct to which we hold
all of our directors, officers and employees. These standards are designed to
deter wrongdoing and to promote honest and ethical conduct, but will not cover
all situations. If a law conflicts with a policy in this Code, you must comply
with the law; however, if a local custom or policy conflicts with this Code, you
must comply with the Code. If you feel that a provision of the Code conflicts
with policies contained in the Employee Handbook, you should direct your concern
immediately to the Corporation's Chairman of the Board.
If, you would like to resolve a concern unanimously, you should follow the
anonymous reporting procedure set forth in the Employee Complaint Procedures and
Non-Retaliation Policy, a copy of which is available under "Governance" on the
investor relations portion of the Corporation's web site. The designated
Corporation official will then review the situation and take appropriate action
in keeping with this Code, the Employee Handbook, our other corporate policies
and applicable law. If your concern relates to that individual, you should
submit your concern to the Chair of the Audit Committee of the Corporation or to
the Corporation's outside general counsel. The mailing address of each of those
individuals is included at the end of this Code.
Those who violate the standards set out in this Code will be subject to
disciplinary action.
1. Scope
If you are a director, officer or employee of the Corporation or any of its
subsidiaries or controlled entities, you are subject to this Code.
2. Honest and Ethical Conduct
We, as a Corporation, require honest and ethical conduct from everyone who is
subject to this Code. Each of you has a responsibility to all other directors,
officers and employees of our Corporation, to our shareholders, and to our
Corporation itself, to act in good faith, responsibly, with due care, competence
and diligence, without misrepresenting material facts or allowing your
independent judgment to be subordinated, and otherwise to conduct yourself in a
manner that meets with our ethical and legal standards.
3. Compliance with Laws, Rules and Regulations
You are required to comply with all applicable governmental laws, rules and
regulations, both in letter and in spirit. Although you are not expected to know
the details of all the applicable laws, rules and regulations, we expect you to
seek advice from our Corporation (or if for any reason that is not practical,
from our Corporation's Chief Governance Officer) if you have any questions about
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Code of Business Conduct and Ethics
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whether the requirement applies to the situation or what conduct may be required
to comply with any law, rule or regulation. The Employee Handbook addresses in
further detail the Corporation's policies and reporting procedures for specific
types of violations (e.g., Equal Employment, Sexual and Other Unlawful
Harassment).
4. Conflicts of Interest
You must handle in an ethical manner any actual or apparent conflict of interest
between your personal and business relationships. Conflicts of interest are
prohibited as a matter of policy. A "conflict of interest" exists when a
person's private interest interferes in any way with the interests of our
Corporation. For example, a conflict situation arises if you take actions or
have interests that may make it difficult to perform your work for our
Corporation objectively and effectively. Conflicts of interest also arise if
you, or a member of your family, receive an improper personal benefit as a
result of your position with our Corporation. Loans to, or guarantees of
obligations of such persons are of special concern.
The Employee Handbook contains policies addressing specific types of conflicts
of interest, including, but not limited to, gifts, and financial interests in
other organizations. If you become aware of any material transaction or
relationship that reasonably could be expected to give rise to a conflict of
interest, you should report it promptly pursuant to the procedure described in
Section 12 of this Policy.
5. Corporate Opportunities
You are prohibited from taking for yourself personally, opportunities that are
discovered through the use of corporate property, information or position,
unless the Board of Directors has declined to pursue the opportunity. You may
not use corporate property, information, or position for personal gain, or to
compete with our Corporation directly or indirectly. You owe a duty to our
Corporation to advance its legitimate interests whenever the opportunity to do
so arises.
6. Fair Dealing
You should endeavor to deal fairly with our Corporation's customers, suppliers,
competitors and employees and with other persons with whom our Corporation does
business. You should not take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other unfair-dealing practice.
7. Public Disclosures
It is our Corporation's policy to provide full, fair, accurate, timely, and
understandable disclosure in all reports and documents that we file with, or
submit to, the Securities and Exchange Commission and in all other public
communications made by our Corporation. If you become aware of any matter that
you believe should be disclosed, please contact our Investor Relation Officer,
Audit Committee Chairman or outside general counsel.
8. Confidentiality
You should maintain the confidentiality of all confidential information
entrusted to you by our Corporation and by persons with whom our Corporation
does business, except when disclosure is authorized or legally mandated.
Confidential information includes all non-public information that, if disclosed,
might be of use to competitors of, or harmful to, our Corporation or persons
with whom our Corporation does business. Should you have any questions about the
Corporation's policy regarding confidentiality, please contact Human Resources.
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9. Insider Trading
If you have access to material, non-public information concerning our
Corporation, you are not permitted to use or share that information for stock
trading purposes, or for any other purpose except the conduct of our
Corporation's business. All non-public information about our Corporation should
be considered confidential information. Insider trading, which is the use of
material, non-public information for personal financial benefit, or tipping
others who might make an investment decision on the basis of this information,
is not only unethical but is also illegal. The prohibition on insider trading
applies not only to our Corporation's securities, but also to securities of
other companies if you learn of material non-public information about these
companies in the course of your duties to the Corporation. Violations of this
prohibition against "insider trading" may subject you to criminal or civil
liability, in addition to disciplinary action by our Corporation. The Employee
Handbook and Insider Trading Policy included in the Handbook provide further
information regarding the Corporation's insider trading policy.
10. Protection and Proper Use of Corporation Assets
You should protect our Corporation's assets and ensure their efficient use.
Theft, carelessness, and waste have a direct impact on our Corporation's
profitability. All corporate assets should be used for legitimate business
purposes. The obligation of employees to protect the Corporation's assets
includes its intellectual property and proprietary information. Proprietary
information and Intellectual Property includes trade secrets, patents,
trademarks, and copyrights, as well as business, marketing and service plans,
engineering and manufacturing ideas, designs, databases, records, salary
information, terms of customer contracts, and any unpublished financial data and
reports. Unauthorized use or distribution of this information violates
Corporation policy. It could also be illegal and result in civil or criminal
penalties. The Employee Handbook contains specific policies and procedures
employees must follow regarding the protection of Corporation resources.
11. Interpretations and Waivers of the Code of Business Conduct and Ethics
If you are uncertain whether a particular activity or relationship is improper
under this Code or requires a waiver of this Code, you should disclose it to our
Chairman of the Board (or to the Chair of the Audit Committee), who will make a
determination first, whether a waiver of this Code is required and second, if
required, whether a waiver will be granted. You may be required to agree to
conditions before a waiver or a continuing waiver is granted. However, any
waiver of this Code for an executive officer or director may be made only by the
Corporation's Board of Directors and will be promptly disclosed to the extent
required by applicable law, rule (including any rule of any applicable stock
exchange) or regulation.
12. Reporting any Illegal or Unethical Behavior
Our Corporation desires to proactively promote ethical behavior. Employees are
encouraged to talk to supervisors, managers or other appropriate personnel when
in doubt about the best course of action in a particular situation.
Additionally, employees should promptly report violations of laws, rules,
regulations or this Code pursuant to the procedures set forth in the Employee
Handbook and appendices to the Handbook. Any report or allegation of a violation
of applicable laws, rules, regulations or this Code need not be signed and may
be sent anonymously. All reports of violations of this Code, including reports
sent anonymously, will be promptly investigated and, if found to be accurate,
acted upon in a timely manner. If any report of wrongdoing relates to accounting
or financial reporting matters, or relates to persons involved in the
development or implementation of our Corporation's system of internal controls
or disclosure controls, a copy of the report will be promptly provided to the
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Chair of the Audit Committee of the Board of Directors, which may participate in
the investigation and resolution of the matter. It is the policy of our
Corporation not to allow actual or threatened retaliation, harassment or
discrimination due to reports of misconduct by others made in good faith by
employees. Employees are expected to cooperate fully in internal investigations
of misconduct. Please see the Employee Complaint Procedures and Non-Retaliation
Policy for details on reporting illegal or unethical conduct and the protections
our Corporation provides.
13. Compliance Standards and Procedures
This Code is intended as a statement of basic principles and standards and does
not include specific rules that apply to every situation. Its contents have to
be viewed within the framework of our Corporation's other policies, practices,
instructions and the requirements of the law. This Code is in addition to other
policies, practices or instructions of our Corporation that must be observed.
Moreover, the absence of a specific corporate policy, practice or instruction
covering a particular situation does not relieve you of the responsibility for
exercising the highest ethical standards applicable to the circumstances.
In some situations, it is difficult to know right from wrong. Because this Code
does not anticipate every situation that will arise, it is important that each
of you approach a new question or problem in a deliberate fashion:
(a) Determine if you know all the facts.
(b) Identify exactly what it is that concerns you.
(c) Discuss the problem with a supervisor or, if the problem relates to a
supervisor, with the Chairman of the Board, Audit Committee Chair or
outside legal counsel.
(d) Seek help from other resources such as other management personnel or
our Corporation's outside general counsel.
(e) Seek guidance before taking any action that you believe may be
unethical, illegal, or dishonest.
You will be governed by the following compliance standards:
o You are personally responsible for your own conduct and for complying
with all provisions of this Code and for properly reporting known or
suspected violations;
o If you are a supervisor, manager, director or officer, you must use
your best efforts to ensure that employees understand and comply with
this Code;
o No one has the authority or right to order, request or even influence
you to violate this Code or the law; a request or order from another
person will not be an excuse for your violation of this Code;
o Any attempt by you to induce another director, officer or employee of
our Corporation to violate this Code, whether successful or not, is
itself a violation of this Code and may be a violation of law;
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o Any retaliation or threat of retaliation against any director, officer
or employee of our Corporation for refusing to violate this Code, or
for reporting in good faith the violation or suspected violation of
this Code, is itself a violation of this Code and our Whistleblower
Policy and may be a violation of law; and
o Our Corporation will investigate every reported violation of this
Code.
Violation of any of the standards contained in this Code, or in any other
policy, practice or instruction of our Corporation, can result in disciplinary
actions, including dismiss and in civil or criminal action against the violator.
This Code should not be construed as a contract of employment and does not
change any person's status as an at-will employee.
This Code is for the benefit of our Corporation, and no other person is entitled
to enforce this Code. This Code does not, and should not be construed to, create
any private cause of action or remedy in any other person for a violation of the
Code.
The names, addresses, telephone numbers, facsimile numbers and e-mail addresses
of the Corporation's Chairman of the Board, the Chair of the Audit Committee and
the Corporation's outside corporate counsel are set forth below:
------------------------------- --------------------------- -------------------------
Chairman of the Board Audit Committee Chair Outside Corporate Counsel
------------------------------- --------------------------- -------------------------
William A. Coskey Randall B. Hale Winstead P.C.
654 N. Sam Houston Parkway E. Rock Hill Capital Group 401 Congress Avenue
Suite 400 2777 Allen Parkway Suite 2100
Houston, Texas 77060 Suite 850 Austin, Texas 78701
281.878.1020 Houston, TX 77019 Attn: J. Rowland Cook
bill.coskey@englobal.com 713.353.2820 or Kathryn K. Lindauer
------------------------ rhale@rockhillcap.com 512.370-2800
--------------------- rcook@winstead.com or
------------------
klindauer@winstead.com
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Ratified by Resolution of the Board of Directors
June 18, 2009
