Attached files
file | filename |
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EX-32 - EXHIBIT 32 - GORMAN RUPP CO | c97192exv32.htm |
EX-21 - EXHIBIT 21 - GORMAN RUPP CO | c97192exv21.htm |
EX-13 - EXHIBIT 13 - GORMAN RUPP CO | c97192exv13.htm |
EX-23 - EXHIBIT 23 - GORMAN RUPP CO | c97192exv23.htm |
EX-24 - EXHIBIT 24 - GORMAN RUPP CO | c97192exv24.htm |
EX-31.(B) - EXHIBIT 31(B) - GORMAN RUPP CO | c97192exv31wxby.htm |
EX-31.(A) - EXHIBIT 31(A) - GORMAN RUPP CO | c97192exv31wxay.htm |
10-K - FORM 10-K - GORMAN RUPP CO | c97192e10vk.htm |
EXHIBIT (14)
THE GORMAN-RUPP COMPANY
CODE OF ETHICS
Introduction
This Code of Ethics describes the basic principles of conduct that apply to all employees, officers
and Directors of The Gorman-Rupp Company (Company). This Code is intended to provide a broad
overview of basic ethical principles that guide our conduct. Violation of this Code may result in
disciplinary action as deemed appropriate by the Companys Board of Directors, varying from
reprimand to dismissal.
The requirement that we adhere to each of the policies and principles contained in this Code may
only be waived by the Board of Directors. The Company will promptly disclose to the Companys
shareholders and the investing public any waiver of this Code.
Compliance with Laws, Rules and Regulations
We strive to comply with all laws, rules and regulations of the places where the Company conducts
business.
Conflicts of Interest
We conduct our business affairs in the best interests of the Company and shall therefore avoid
situations where our private interests interfere with the Companys interests. We shall be
especially sensitive to situations that have the appearance of impropriety.
Record-Keeping
We require honest and accurate recording and reporting of financial and other information.
All of the Companys records, accounts and financial statements are maintained in reasonable
detail, appropriately reflect its transactions, and conform both to applicable legal and financial
accounting requirements.
Public Reporting
We endeavor to make full, fair, accurate, timely and understandable disclosure in reports and
documents filed with, or submitted to, the Securities and Exchange Commission and the NYSE Amex and
in the Companys news releases and other public communications.
We require cooperation and open communication with our internal and external auditors. We consider
any action to fraudulently influence, coerce, manipulate or mislead any auditor engaged in the
performance of an audit of the Companys financial statements to be an illegal activity.
Insider Trading
Consistent with the federal securities laws, we confirm that the conduct of any person who buys or
sells the Companys securities on the basis of material, non-public information concerning the
Company is illegal.
We further confirm the illegal conduct of any person in possession of material, non-public
information who provides another person with such information or recommends that he or she buy or
sell the
Companys securities. These prohibitions also apply to material, non-public information obtained
about any other company during the course of working for the Company.
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Corporate Opportunities
We do not personally take advantage of opportunities that are discovered because of our position
without the prior consent of the Board of Directors. We shall not compete with the Company and
shall fulfill our fiduciary duties to the Company to advance its legitimate interests whenever the
opportunity to do so arises.
Competition and Fair Dealing
We manage the Company so that it competes fairly and honestly. We do not engage in unethical or
illegal business practices such as stealing proprietary information, possessing trade secret
information that was obtained without the owners consent, or inducing disclosure of this type of
information by past or present employees of other companies. We shall respect the confidentiality
of our customers, suppliers and competitors information.
Business Entertainment and Gifts
We recognize that business entertainment and gifts are meant to create goodwill and sound working
relationships, not to gain unfair advantage with customers or suppliers. We shall not offer, give
or accept any gift or entertainment unless it: (i) is not a cash gift, (ii) is consistent with
customary business practices, (iii) is not excessive in value, (iv) cannot be construed as a bribe
or payoff, and (v) does not violate any laws or regulations.
Discrimination and Harassment
We provide equal opportunity in employment and will not tolerate discrimination or harassment in
the workplace. Derogatory comments based on racial or ethnic characteristics, unwelcome sexual
advances and similar behavior are prohibited by the Companys policies.
Health and Safety
We strive to provide a safe and healthful work environment by following safety and health rules and
practices.
We do not permit violence or threatening behavior in the workplace.
Confidentiality
We protect the Companys confidential, proprietary and trade secret information. We also protect
information that suppliers and customers have entrusted to the Company on a confidential basis.
Our personal obligation to safeguard the Companys confidential, proprietary and trade secret
information continues even after our employment with the Company ends.
Protection and Proper Use of Company Assets
We shall not engage in theft or careless use of the Companys assets. We shall never use the
Companys assets for illegal purposes.
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Activities Concerning Foreign Governments
In compliance with the United States Foreign Corrupt Practices Act and The Organization for
Economic Co-Operation and Development Anti-Bribery Convention, we do not give anything of value,
directly or indirectly, to officials of foreign governments or foreign political candidates in
order to obtain or retain
business. We do not promise, offer or deliver to any foreign or domestic government employee or
official any gift, favor or other gratuity that would be illegal.
Our policy is to comply with the laws of other nations in which the Company conducts business.
Reporting Illegal or Unethical Behavior
In order to encourage good faith reports of illegal or unethical behavior within the Company to the
Companys Corporate Manager Internal Audit (including violations of this Code), we keep all reports
confidential and do not allow retaliation for reports of misconduct by others. We will cooperate
in internal investigations of alleged misconduct.
We shall not permit any form of retribution against any employee who, in good faith, reports
violations or suspected violations of Company policy.
Conclusion
Our business conduct on behalf of the Company shall be guided by the policies and principles set
forth in this Code.
* * * * * * * * * * * *
This Code of Ethics was first authorized, approved and adopted by the Board of Directors of The
Gorman-Rupp Company on October 23, 2003 for application to the Companys Chief Executive Officer,
Chief Financial Officer and Treasurer. The Board of Directors expanded the scope of this Code of
Ethics by the authorization, approval and adoption of an appropriate resolution on April 22, 2004
so that it applies to all employees, officers and Directors of the Company.
44