**Exhibit 14**

 

SYSTEMAXINC.CORPORATE ETHICS POLICY

 

(REVISED MARCH 2010)

 

The Corporate Ethics Policyof Systemax Inc. (the “Company”) was prepared to provide the directors,officers, employees and other representatives of the Company and itssubsidiaries (collectively “Company Representatives”) as well as the Company’sshareholders, customers, suppliers and the general public with a statement ofthe Company’s commitment to ethical business conduct.  This Corporate Ethics Policy applies to theCompany and all of its subsidiaries on a worldwide basis.  The Company is committed to acting as aresponsible and ethical corporate world citizen.  Company Representatives will conduct Companybusiness with the highest regard for the Company’s ethical and legal obligationsand with the utmost loyalty to its shareholders and customers.  It is the duty of all Company Representativesto see that these policies are followed. Every Company Representative is expected to comply with thesepolicies.  Failure to do so may not onlyharm the Company and your fellow employees, it will subject you to disciplinaryaction, including termination of employment under appropriate circumstances.

 

**Summary of Duties for AllCompany Representatives:**

** **

·                  Avoid conflicts of interestand potential conflicts of interest between you and the Company.

·                  Do not offer or make giftsto customers (unless not of excessive value and unless for a business purposeof the Company).  Cash or cash equivalentgifts of any value are absolutely prohibited.

·                  Do not offer or make giftsor payments to or otherwise attempt to bribe or unfairly influence a governmentofficial.

·                  Do not accept gifts fromsuppliers, service providers, customers or competitors (unless not of excessivevalue).  Cash or cash equivalent giftsover $100 are absolutely prohibited.

·                  Do not compete with theCompany or take personal advantage of Company business opportunities, or havesignificant interests in companies the Company does business with.

·                  Do not waste or misuseCompany assets.

·                  Keep all non-public Companyinformation confidential.

·                  Deal with all customers,suppliers and competitors fairly.

·                  Comply with all laws andgovernment regulations in all countries where the Company does businessincluding laws against non-competitive practices (antitrust laws), insiderstock trading, employment discrimination, bribery and other foreign corruptpractices, workplace safety laws and export/customs laws.

·                  Disclose and recordaccurately any use of Company funds.

·                  Do not falsify, inflate ordisguise any accounting record or other business records of the Company.

·                  Report all violations of lawand/or Company Ethics Policy to appropriate Company officials (see Section 11below) or to the Company’s Anonymous Complaint Hotline (see Section 12below).

 

**Policies:**

 

# 1.                                       **Loyaltyto the Company and its Shareholders:**

#  

Company Representatives owea duty of loyalty to the Company and to its shareholders.  The duty of loyalty includes both a duty toprotect the interests of the Company and an obligation to refrain from businessconduct that would injure the Company and its shareholders.

 

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# 2.                                       **Conflictsof Interest:**

#  

Company Representatives arerequired to avoid conflicts of interest, appearances of conflicts of interestand potential conflicts of interest.  A “conflictof interest” occurs when an individual’s private interest interferes in any way— or even appears to interfere - with the interests of the Company.  A conflict situation can arise when a CompanyRepresentative takes actions or has interests that may make it difficult toperform his or her Company work objectively and effectively.  Conflicts of interest also arise when aCompany Representative, or a member of his or her family, receives improperpersonal benefits as a result of his or her position in the Company or has apersonal interest in a transaction involving the Company (beyond merely being aCompany Representative).  CompanyRepresentatives shall not allow any consideration such as the receipt of giftsor financial interests in other businesses or personal or family relationshipsto interfere with the independent exercise of his or her business judgment andwork activities to the benefit of the Company. Company Representatives shouldnot have significant ownership interests in, or positions with, or financial orother involvements with, the Company’s vendors, customers, or other thirdparties doing business with the Company, without prior written disclosure tothe Company and approval by the Company’s Board of Directors or a Committee ofthe Board. Company Representatives shall have no ownership interest in anyprivate company that directly competes with the Company. CompanyRepresentatives shall have no more than a one percent (1%) ownership interestin any public company that directly competes with the Company.   Loans to, or guarantees of obligations of,Company Representatives are prohibited unless permitted by law and authorizedby the Board of Directors or a Committee designated by the Board.  If a Company Representative becomes aware ofa potential conflict of interest he or she must communicate such potentialconflict of interest to the Company.

 

# 3.                                       **Gifts,Incentive Awards and Relationships with Customers, Suppliers and ServiceProviders:**

#  

No gift may be offered orprovided to any corporate or individual customer or potential customer unlessthe gift is not cash or cash equivalent and also not of excessive value and ismade for business purposes of the Company. No gift of any value may be made to any government customer, governmentofficial or individual agent of a government customer.  No gift, gratuity, incentive payment or awardwhether in the form of cash or its equivalent, personal property, rebates orpoints awarded towards the entitlement to any of the foregoing (an “IncentiveAward”) may be specifically offered or provided to any purchasing agent orother employee of any corporate or government customer (a “Purchasing Agent”)without the knowledge of such customer’s management.  A “gift” includes any tangible and intangiblepayment or gratuity such as cash, products, meals, tickets to events, services,etc.  A gift, which is by itself not of “excessivevalue” may be, when aggregated with other gifts from the same source, a giftthat is of excessive value.

 

The receipt of cash or cashequivalent gifts greater than $100 are absolutely prohibited.  No gift may be solicited or accepted from anysupplier or potential supplier (including any service provider), customer,competitor or any other entity that does business with the Company eitherdirectly or indirectly unless (a) the gift is not of excessive value, (b) thegift cannot be construed as a bribe, payoff or improper inducement and (c) thegift is for a business purpose of the Company. In considering whether a gift isof “excessive value” the Company will consider, among other things, the valueof the gift as well as the job responsibilities and annual compensation of thegift recipient.

 

Any gift offered or received(for any amount) that is in cash or cash equivalent must be reported to anemployee’s supervisor. Any gift offered or received that is not cash or cashequivalent and that is greater than $100 in value must be reported to anemployee’s supervisor.

 

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No gift, friendship, or othernon-business aspect of any relationship with any customer or supplier shouldaffect a Company Representative’s obligation to deal with all customers,prospective customers and suppliers in a manner consistent with the bestinterests of the Company.  Neither aCompany Representative nor any member of his/her family may have any financialor economic involvement with the Company or with any customer or supplier ofthe Company (such as employment or an employment agreement, a business venture,a consulting or service agreement, or an investment other than the ownership ofthe stock of a publicly traded company) without prior written disclosure to theCompany and approval by the Company’s Board of Directors or a Committee of theBoard.

 

Company managers areprohibited from accepting gifts from subordinate employees unless not ofexcessive value.

 

Routineentertainment by suppliers that is business related - such as business meals,entertainment, recreation, sports outings or cultural events - is acceptable;however, Company Representatives must obtain the approval of their supervisor.It is not acceptable to solicit gifts, gratuities or business courtesies forpersonal benefit or the benefit of a Company employee, family member or friend.Gifts should not be accepted from a supplier or potential supplier during, orin connection with, contract negotiations. Accepting cash or cash equivalents -including checks, money orders, vouchers, gift certificates, loans, stock orstock options - is not acceptable. If a Company Representative has receivedgifts or favors, such person must immediately notify his or her supervisor. Insome circumstances, such person may be required to return the gift with aletter explaining Company policy or, if a gift is perishable or impractical toreturn, such person may be required to distribute it to employees or donate itto charity, with a letter of explanation to the donor.

 

# 4.                                       **CorporateOpportunities:**

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Company Representatives areprohibited from (a) taking for themselves personally opportunities thatare discovered through the use of Company property, information or position; (b) usingCompany property, information, or position for personal gain; and (c) competingwith the Company.  CompanyRepresentatives owe a duty to the Company to advance its legitimate interestswhen the opportunity to do so arises.

 

# 5.                                       **Protectionand Proper Use of Company Assets:**

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Company Representatives mustguard against any misuse or waste of the Company’s assets or corporateopportunities.  This includes, but is notlimited to, trade secrets, intellectual property rights such as trademarks andpatents, product sourcing information, strategic plans, etc.  Company Representatives will refrain from theuse of Company property for personal use other than on an incidentalbasis.  Company Representatives willcomply with internal controls and procedures of the Company that are intendedto allow for better management and protection of the Company’s assets.  All Company Representatives should protectthe Company’s assets and ensure their efficient use.  Theft, carelessness and waste have a directimpact on the Company’s profitability. All Company assets should be used for legitimate business purposes.

 

# 6.                                       **Confidentiality:**

#  

Company Representatives mustmaintain the confidentiality of information entrusted to them by the Company orits customers, except when disclosure is authorized or legally mandated.  Confidential information includes allnon-public information that might be of use to competitors or harmful to the Companyor its customers if disclosed.

 

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# 7.                                       **FairTreatment of Fellow Employees:**

#  

Company Representatives willnot discriminate against any Company employee or potential employee on thebasis of race, color, religion, sex, national origin, age, handicap, veteranstatus, marital status or sexual preference. Company Representatives will be sensitive to the rights of all employeesto work in an environment free from all aspects of illegal discrimination,including an environment free from all forms of illegal harassment.

 

# 8.                                       **Fairdealing:**

#  

Company Representativesshould endeavor to deal fairly and honestly with the Company’s customers,suppliers, competitors and employees and should not take unfair advantage of anyonethrough manipulation, concealment, abuse of privileged information,misrepresentation of material facts, or any other unfair dealing practice.  Company Representatives shall not knowinglyengage in conduct that results in the Company using any trade secrets,copyrights, trademarks, patents or other proprietary or confidentialinformation belonging to a competitor.

 

# 9.                                       **ComplianceWith Applicable Laws and Regulations of Governmental Bodies and Agencies:**

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The Company and all CompanyRepresentatives shall fully comply with all applicable laws and regulations,including securities laws (which require fair disclosure of the Company’sbusiness and financial information to the public and prohibit any use of insideinformation about the Company in deciding to buy or sell stock of the Company,among other things), antitrust laws (which establish standards for dealingfairly with competitors, suppliers and customers), laws regarding safety in theworkplace, laws relating to the preservation of the environment, lawsprotecting employees and prospective employees from discrimination or sexualharassment, customs laws, including country of origin marking and value laws,and other laws regulating products as well as laws prohibiting corruptpractices such as payments to public officials or improper politicalactivities.

 

While the Company encouragesits employees to participate in the political process, they are cautioned notto create the impression that they speak or act on behalf of the Company.  Certain U.S. and foreign laws prohibit theCompany from contributing to political candidates of parties or party officialsexcept under limited conditions.  Thenumerous applications of domestic and international laws to the activities ofthe Company cannot be set forth fully here, but all Company Representativesshould be sensitive to the ongoing need to assure appropriate consideration ofany activity that might violate any such laws. Clarification of these matters can be obtained by contacting the Company’sGeneral Counsel.

 

**Foreign Corrupt Practices Act**

 

Many countries have laws or rules prohibitinggifts to people who are employed by the government of that country.  In addition the U.S. Foreign CorruptPractices Act prohibits the Company or any Company Representative from making apayment or giving anything of value to a foreign official or political partyfor the purpose of obtaining or retaining business.  This provision also applies to payments oroffers of anything of value to intermediaries, sales representatives or agentsif the Company Representative knows, or has reason to know, that the payment oroffer will be used for a prohibited payment, gift or favor.  Company Representatives must obey these laws.

 

**Export Control Laws and Regulations**

 

It is the Company’s policyto comply with the export control laws and regulations of all countries inwhich the Company does business. Compliance with these laws and regulations may result in some loss

 

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of business opportunities buta failure to comply may result in fines and penalties and loss of exportingprivileges.  U.S. customs law prohibitsthe shipment of goods to certain countries as well as to certain designatedindividuals and entities while shipment (including re-export) to some othercountries, persons, and/or entities requires U.S. Government licenseapplication and approval.  Consult thesewebsites for further information. (www.treas.gov/ofac/index.html; www.bxa.doc.gov; www.pmdtc.org).

 

# 10.                                 **Maintenanceof Accurate and Complete Books and Records; Financial Reporting:**

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Every Company Representativehas an obligation to maintain accurate and complete books and records inaccordance with the Company’s Standard Accounting Policies.  No false or misleading entries may be made onthe Company’s books and records and no documents shall be signed without properauthorization.  No funds or assets may beused or maintained by the Company for any illegal purpose.  All transactions shall be fully andcompletely documented and recorded in the Company’s accounting records.  All labor, travel, material and otherexpenses should be recorded truthfully. A variety of U.S.  and foreignlaws govern the accurate and complete entry of accounting and financialinformation.  The Company and CompanyRepresentatives are to maintain all such financial records in an accurate andcomplete manner in accordance with such laws.

 

Company Representativesshall take all reasonable action within the scope of their responsibilities topromote full, fair, accurate, timely, and understandable disclosure in reportsand documents that the Company files with the Securities and ExchangeCommission, the New York Stock Exchange or any other applicable regulatory bodyor in other public communications made by the Company. Company Representativesshall not knowingly misrepresent or conceal with an intent to mislead, or causeothers to misrepresent or conceal with an intent to mislead, material factsconcerning the Company.

 

In connection with Company’sfinancial disclosures, Company Representatives shall take reasonable actionwithin the scope of their responsibilities designed to cause the Company,and/or to require its personnel, as appropriate, to comply with generallyaccepted accounting principles and the rules and regulations of the SECconcerning financial and accounting matters; maintain books and records thataccurately and fairly reflect the transactions, assets and liabilities of theCompany, as required by applicable law; refrain from any financial or accountingpractices or pubic financial disclosure that, while in possible technicalcompliance with generally accepted accounting principles and applicable law,are intended to present a misleading picture of the Company’s financialcondition or results of operations or trends relating to these items; promptlyreport to the Audit Committee any significant or material deficiencies orweaknesses in the design or operation of the Company’s internal controls overfinancial reporting; promptly report to the Company’s internal audit departmentor the Audit Committee any information indicating that a material violation ofgenerally accepted accounting principles or any illegal financial or accountingpractices has or may have occurred; cooperate fully with the Company’s internalaudit department, independent auditors, internal legal staff, outside legaladvisors or any governmental authority in any investigation regarding possiblewrongdoing related to the Company’s financial and accounting disclosure; andrefrain from improperly influencing or attempting to coerce, manipulate,mislead or fraudulently influence the activities of the internal auditdepartment or any audit conducted by the Company’s independent auditors.

 

# 11.                                 **Proceduresin the Event of a Legal or Policy Violation or Concern:**

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Company Representatives mustpromptly report violations of laws, rules, regulations or the Corporate EthicsPolicy to appropriate personnel as indicated below.  The Company will not allow retaliation forreports made in good faith. Any Company Representative who is charged with afelony or other serious crime, and any Company Representative who learns thatanother Company Representative has been charged with a felony or other seriouscrime, must immediately inform the local Human Resources

 

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Department. The local HumanResources Department, upon being advised of this information, must immediatelyinform the Company’s Legal Department at the Company’s headquarters in PortWashington, New York.

 

In addition, all CompanyRepresentatives have an obligation to discuss any concern they have with regardto the application of these policies to any conduct in which they participate,are asked to participate, or become aware of. Normally, such concerns should be brought to the attention of theimmediate supervisor of the Company Representative.  The Company is aware that in certainsituations it may be unrealistic to discuss concerns with a supervisor andencourages any Company Representative to contact any of the following in suchcircumstances (all of whom can be reached at the Company’s headquarters in PortWashington, New York).

 

RichardLeeds - Chairman and Chief Executive Officer

 

LarryReinhold - Executive Vice President and Chief Financial Officer

 

CurtRush - General Counsel

 

RobertD. Rosenthal - Chair of the Nominating and Corporate Governance Committee ofthe Board of Directors

 

# 12.                                 **AnonymousComplaint Hotline:**

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The Company has implementedan anonymous reporting system to receive and address complaints regardingimproper or questionable accounting practices. (Examples of improper accounting practices include improper recording ofsales transactions, inventory, accounts receivable, accounts payable or otherrevenue, expense or asset items.) The Company’s Audit Committee of the Board ofDirectors oversees this process.  TheCompany has set up an anonymous Telephone Hotline to receive suchcomplaints.  In order to maintain completeanonymity for callers, the Company is utilizing the services of an independentcompany called Ethicspoint to administer the hotline.

 

The system is easy touse.  Simply phone the 24 hour toll-freeHotline Number:

 
|   | 866-292-1177  | (U.S. and Canada)      |
|--------|---------------|------------------------|
|   | 0800-032-3687 | (England and Scotland) |
|   | 800-786907    | (Italy)                |
|   | 0800-90-4683  | (France)               |
|   | 020-793699    | (Sweden)               |
|   | ###-##-####   | (Spain)                |
|   | 0800-180-0707 | (Germany)              |
|   | 800-022-6570  | (Holland)              |

 

An Ethicspoint compliancespecialist will guide you through the questions to complete the report.  The reports will be available only tospecific individuals in the Company who are charged with evaluating and, whenappropriate, investigating the violation. The system is designed so that no report is ever shared with implicatedparties.

 

The Company believes thishotline will be an effective tool in reducing losses from improper accounting,fraud and similar practices and therefore help to protect its financialstrength.  If you are uncertain if apractice violates Company policy or is illegal, please call the hotline.  The Company would rather be informed of apotential problem than let it go unchecked. Should you have any questions regarding the

 

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anonymous reportingprocedures or the hotline, you may contact Curt Rush, the Company’s GeneralCounsel.

 

# 13.                                 **Exceptionsin Particular Cases; Waiver:**

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In certain very limitedcircumstances, the Company, acting through the Board of Directors’ CorporateGovernance Committee and after being provided with full and completeinformation as to the circumstances, upon the request of a CompanyRepresentative, may permit an activity otherwise restricted under this Policy(other than an activity that would constitute illegal conduct).  In such cases, prior written disclosure ofthe matter shall be made to one of the persons identified in Section 11above for further consideration by the Corporate Governance Committee as towhether such activity should be permitted. In the event that such waiver is requested by a director or executiveofficer of the Company, such waiver may be granted only by the Board, and mustbe promptly disclosed to shareholders.

 

# 14.                                 **Importanceof Compliance with These Policies:**

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It is the duty of allCompany Representatives to see that these policies are followed.  Every Company Representative is expected tocomply with the policies set forth above. Failure to do so may not only harm the Company and your fellowemployees, it will subject you to disciplinary action, including termination ofemployment under appropriate circumstances.

 

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