Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K 2009 12-31-09 - VIASYSTEMS GROUP INC | form10k.htm |
| EX-32 - CEO CFO CERTIFICATION - VIASYSTEMS GROUP INC | exhibit32.htm |
| EX-31.1 - CEO CERTIFICATION - VIASYSTEMS GROUP INC | exhibit311.htm |
| EX-31.2 - CFO CERTIFICATION - VIASYSTEMS GROUP INC | exhibit312.htm |
| EX-14.1 - CODE OF BUSINESS CONDUCT AND ETHICS - VIASYSTEMS GROUP INC | exhibit141.htm |
EXHIBIT 14.2
VIASYSTEMS
GROUP, INC.
Supplemental
Code of Ethics for the CEO and Senior Officers
This
Supplemental Code of Ethics (this “Code of Ethics”) is
applicable to the Chief Executive Officer (“CEO”), the Chief
Financial Officer (“CFO”) and other
senior officers of Viasystems Group, Inc. and its subsidiaries and affiliates
(together, the “Company”) identified
below.
The
Company has also adopted a Code of Business Conduct and Ethics (the “Business Conduct
Code”) that applies to directors, officers and employees of the
Company. The CEO, CFO and other senior officers of the Company that
are subject to this Code of Ethics are also subject to the Business Conduct
Code. In adopting both this Code of Ethics and the Business Conduct
Code, the Company has recognized the VITAL importance of conducting its business
subject to the highest ethical standards and in full compliance with all
applicable laws and, even where not required by law, with the utmost integrity
and honesty.
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Persons
Covered by this Code of Ethics
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This Code
of Ethics is applicable to each officer of the Company or its affiliates having
any or all of the following responsibilities and/or authority, regardless of
formal title: the president, the chief executive officer, the chief
financial officer, the chief accounting officer, the controller, the treasurer,
the chief tax officer, the chief legal officer, the chief of internal audit, any
assistant general counsel responsible for finance matters, any assistant
controller and any regional or business unit financial officer (each,
a “Covered
Officer”). This Code of Ethics applies to a Covered Officer
irrespective of the affiliated company or other entity that employs such Covered
Officer. All references herein to dealings with, or actions of or
transactions with, the Company refer also to dealings with, or actions of or
transactions with, any Company subsidiary or affiliate and any other entity in
which the Company has a substantial investment.
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General
Principles
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In all of
their dealings on behalf of, or with, the Company, each Covered Officer
must:
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·
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Engage
in and promote honest and ethical conduct, including by avoiding actual or
potential conflicts of interest between personal and business or
professional relationships;
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·
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Act
in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing his or her independent
judgment to be subordinated to the judgment of
others;
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·
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Produce
full, fair, accurate, timely, and understandable disclosure in reports and
documents that the Company files with, or submits to, the Securities and
Exchange Commission (the “SEC”), and in other
public communications;
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·
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Comply
with all applicable governmental laws, rules and regulations (including,
but not limited to, those relating to disclosure of the business
activities and/or performance of the
Company);
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·
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Promptly
report violations of this Code of Ethics, or of the Business Conduct Code,
by designated senior management, to the appropriate
persons;
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·
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Protect
the confidentiality of non-public information about the Company and its
customers or suppliers or other business partners/co-venturers, and
prevent the unauthorized disclosure of such information unless required by
law;
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·
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Ensure
the responsible use of, and control over, all Company assets and resources
entrusted to his or her care; and
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·
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Assume
accountability for compliance with, and the interpretation and enforcement
of, this Code of Ethics.
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Implementing
Policies and Procedures
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In
furtherance of the general principles stated above, each Covered Officer must
adhere to the following set of implementing policies and
procedures:
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1.
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Avoidance
and Handling of Conflict of Interest
Situations
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Each
Covered Officer is expected to avoid whenever practicable situations where his
or her personal interest may conflict with, or be reasonably perceived to
conflict with, the best interests of the Company and, where it is not possible
to avoid an actual or apparent conflict of interest, to act in a manner expected
to protect and advance the Company’s sole best interest. Accordingly,
a Covered Officer or an “immediate family member” of a Covered Officer (as
defined below):
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·
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is
not permitted to compete, either directly or indirectly, with or against
the Company;
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·
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is
not permitted to receive compensation in connection with services
performed relating to any transaction entered into by the Company, other
than compensation received in the ordinary course of the Covered Officer’s
employment by the Company;
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·
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should
avoid making any personal investment, acquiring any personal financial
interest or entering into any association that interferes, might
interfere, or might reasonably be thought to interfere, with his or her
independent exercise of judgment on behalf of the Company and in its best
interests; and
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·
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take
or otherwise appropriate for his or her personal benefit, or for the
benefit of any other person or enterprise, any opportunity or potential
opportunity that arises or may arise in any line of business in which the
Company or any Company subsidiary or affiliate engages or is considering
engaging without first notifying and obtaining the written approval of the
Company’s General Counsel or his/her
designee.
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Ø
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To
protect and advance the interests of the Company in any situation where
the interests of the Company and the interests of a Covered Officer may
conflict or be perceived to conflict, it will generally be necessary for
the Covered Officer to cease to be involved in dealing with the situation
on behalf of the Company and for another director, officer or employee of
the Company to act on the matter on behalf of the Company, for example, in
the negotiation of a transaction on behalf of the
Company.
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Ø
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There
is no “bright-line” test for, or comprehensive definition of what
constitutes, a conflict of interest, although the minimum standard is
compliance with all applicable laws, this Code of Ethics, and the Business
Conduct Code. Accordingly, while not every situation that may
give rise to a conflict of interest can be enumerated either in this Code
of Ethics or the Business Conduct Code, a Covered Officer must treat as a
conflict of interest any situation in which that person, or any person
with whom he or she has a personal relationship, including, but not
limited to, a family member, in-law, business associate, or a person
living in such Covered Officer’s personal
residence:
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§
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solicits
or accepts, directly or indirectly, from customers, suppliers or others
dealing with the Company any kind of gift or other personal, unearned
benefit as a result of his or her position with the Company including
payment or reimbursement of travel and meal expenses (other than
non-monetary items of nominal intrinsic
value);
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§
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has
any financial interest in any competitor, customer, supplier or other
party dealing with the Company (other than ownership of publicly traded
securities of such a company having in the aggregate a value of no more
than $500);
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§
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has
a consulting, managerial or employment relationship in any capacity with a
competitor, customer, supplier or other party dealing with the Company,
including the provision of voluntary services;
or
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§
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acquires,
directly or indirectly, real property, leaseholds, patents or other
property or rights in which the Company has, or the Covered Officer knows
or has reason to believe at the time of acquisition that the Company is
likely to have, an interest.
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An
“immediate family member” includes the spouse, parents, stepparents, children,
stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law,
brothers- and sisters-in-law, and any person (other than a tenant or employee)
sharing the household of a Covered Officer.
Conflict
of interest transactions may be subject to the Company’s Related Person
Transaction Policy. The Related Person Transaction Policy applies to,
among others, the Company’s executive officers (as defined in such policy) and
their immediate family members. Transactions that are subject to such
a policy are required to be reported, reviewed and approved or ratified in
accordance with that policy.
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2.
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Full,
Fair and Timely Disclosure; Adequacy of Disclosure Controls and Procedures
and Internal Control Over Financial
Reporting
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The
Covered Officers are responsible under the federal securities laws and this Code
of Ethics for assuring accurate, full, fair, timely and understandable
disclosure in all of the Company’s public communications, including, but not
limited to, any report or other document filed with or submitted to the SEC or
other governmental agency or entity, or in a press release, investor conference
or any other medium in which a Covered Officer purports to communicate on behalf
of the Company. Accordingly, it is the responsibility of each of the
Covered Officers promptly to bring to the attention of the General Counsel of
the Company or the Chairman of the Audit Committee any credible information of
which he or she becomes aware that would place in doubt the accuracy and
completeness in any material respect of any disclosures of which he or she is
aware that have been made, or are to be made, directly or indirectly by the
Company in any public SEC filing or submission or any other formal or informal
public communication, whether oral or written (including, but not limited to, a
press release).
In
addition, each Covered Officer is responsible for promptly bringing to the
attention of the General Counsel, the Chairman of the Audit Committee, of the
Company any credible information of which he or she becomes aware that indicates
any deficiency in the Company’s internal control over financial reporting within
the meaning of Section 404 of the Sarbanes-Oxley Act and the SEC’s implementing
rules, and/or the Company’s disclosure controls and procedures for preparing SEC
reports or other public communication as mandated by Section 302 of the
Sarbanes-Oxley Act and the SEC’s implementing rules, even if a materially
inaccurate or incomplete disclosure by or on behalf of the Company has not
resulted or is not expected imminently to result from such
deficiency.
Each
Covered Officer is reminded, moreover, that the Company is required by law and
its Business Conduct Code to keep books and records that accurately and fairly
reflect its business operations, its acquisition and disposition of assets and
its incurrence of liabilities, as part of a system of internal accounting
controls that will ensure the reliability and adequacy of these books and
records and that will ensure that access to Company assets is granted only as
permitted by Company policies.
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3.
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Compliance
with the Code of Ethics; Violations of
Law
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Each
Covered Officer will promptly bring to the attention of the Chairman of the
Audit Committee and the General Counsel (or such other person as may be
designated by the Board of Directors of the Company (the “Board”) from time to
time) any credible information he or she may receive or become aware of
indicating:
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·
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that
any violation by a Covered Officer of this Code of Ethics either has
occurred, may be occurring, or is
imminent;
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·
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that
any violation of the U.S. federal securities laws or any rule or
regulation thereunder by a Covered Officer has occurred, may be occurring,
or is imminent; or
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·
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that
any violation by a Covered Officer of any other law, rule or regulation
applicable to the Company has occurred, is occurring or is
imminent.
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In
reporting violations under this section, Covered Officers may elect to utilize
the confidential or anonymous complaint procedures for contacting directly the
Audit Committee and/or its Chairman set forth in the Company’s Audit Committee
Whistleblower Policy (the “Whistleblower Complaint
Procedures”).
Unless
otherwise directed by the Audit Committee or the full Board, the General Counsel
will have responsibility for investigating and responding to violations reported
under this section, which will be treated as Accounting Complaints under the
Whistleblower Complaint Procedures. Among other things, the
provisions of Section III of the Whistleblower Complaint Procedures relating to
the protection of persons making Accounting Complaints will apply to violations
reported under this section. The General Counsel will ensure that the
Audit Committee of the Board (other than any member who is the subject of a
report) are also promptly informed of all violations reported under this section
that are considered credible and meritorious.
A
completed certificate attesting to compliance with this Code of Ethics will be
obtained from all Covered Officers by the General Counsel promptly after the
approval of this Code of Ethics by the Audit Committee or an individual becoming
a Covered Officer, as pertinent, and, thereafter, on an annual
basis. The General Counsel will make all such certificates available
to the Audit Committee or full Board, upon request.
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4.
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Independent
Auditors
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Covered
Officers are prohibited from directly or indirectly taking any action to
fraudulently influence, coerce, manipulate or mislead the Company’s independent
public auditors for the purpose of rendering the financial statements of the
Company misleading.
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5.
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Amendments
to and Waivers of the Code of
Ethics
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Where an
amendment to or waiver of this Code of Ethics may be necessary or appropriate
with respect to a Covered Officer, such person shall submit a request for
approval to the Board, through the General Counsel. Only the Board
may grant waivers from compliance with this Code of Ethics or make amendments to
this Code of Ethics. All waivers, including implicit waivers and
amendments, will be publicly disclosed as required by applicable SEC regulations
and the requirements of the Nasdaq Stock Market, and no waiver, implicit waiver
or amendment of this Code of Ethics will become effective until such public
disclosure is made. For this purpose, a “waiver” means the approval
by the Board of a material departure from a provision of this Code of Ethics and
an “implicit waiver” means the failure of the Board to take action within a
reasonable period of time regarding a material departure from a provision of
this Code of Ethics after any executive officer of the Company has become aware
of such material departure.
If the
Board decides to grant a waiver from this Code of Ethics, it will ensure that,
if the circumstances warrant, the waiver is accompanied by appropriate controls
designed to protect the Company from the risks of the transaction with respect
to which the waiver is granted. The Company’s General Counsel will be
advised of the waiver for the purposes of ensuring timely disclosure of the
waiver in accordance with SEC and Nasdaq rules and modification (if required) of
the Company’s disclosure controls or procedures in light of the
waiver.
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6.
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Sanctions
for Violations
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In the
event of a violation of this Code of Ethics by a Covered Officer, the Board or
the Audit Committee, as appropriate, will determine the appropriate actions to
be taken after considering all relevant facts and circumstances. Such
actions will be reasonably designed to:
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·
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deter
future violations of this Code of Ethics or other wrongdoing;
and
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·
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promote
accountability for adherence to the policies of this Code of Ethics and
other applicable policies.
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In
determining the appropriate sanction in a particular case, the Board, the Audit
Committee or the Company’s management, as appropriate, may consider the
following matters:
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·
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the
nature and severity of the
violation;
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·
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whether
the violation was a single occurrence or repeated
occurrences;
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·
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whether
the violation appears to have been intentional or
inadvertent;
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·
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whether
the individual(s) involved had been advised prior to the violation as to
the proper course of action; and
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·
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whether
or not the individual in question had committed other violations in the
past.
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Covered
Officers are reminded that violations of this Code of Ethics may also constitute
violations of law that may result in civil or criminal penalties for the Covered
Officers and/or the Company.