**Exhibit 14.1**

 

**INTERNATIONAL ALUMINUM CORPORATION**

 

**CODE OF BUSINESS CONDUCTAND ETHICS**

 

**August 19, 2004**

 

# **INTRODUCTION**

 

ThisCode of Business Conduct and Ethics (“Code”) covers a wide range of businesspractices and procedures.  It does notcover every issue that may arise, but sets out basic principles to guideemployees of International Aluminum Corporation (“IAL”).  All of IAL’s employees are required toconduct themselves in accordance with the principles set forth in this Code andto avoid even the appearance of improper behavior.

 

Violationof this Code may subject an employee to disciplinary action, up to andincluding possible termination of employment. *If an employee is in a situation, which he or shebelieves may violate or lead to a violation of this Code, such employee shouldfollow the guidelines contained in the COMPLIANCE PROCEDURES section of thisCode.*

 

## COMPLIANCEWITH LAWS, RULES AND REGULATIONS

 

Obeyingthe law, both in letter and in spirit, is the foundation on which IAL’s ethicalstandards are built.  All employees mustobey the laws of the cities, states and countries in which IAL operates.

 

## CONFLICTSOF INTEREST

 

A“conflict of interest” exists when a person’s private interests interfere inany way with the interests of IAL.  Aconflict can arise when an employee takes an action or has an interest that maymake it difficult to perform his or her work objectively and effectively.  A conflict of interest may arise when anemployee or a member of his or her family receives personal benefits as aresult of the employee’s position with IAL. Loans to, or guarantees of obligations of, employees or family membersmay create conflicts of interest.

 

Itwill almost certainly create a conflict of interest for an employee of IAL towork simultaneously for a competitor, customer or supplier or act as aconsultant or serve as a board member thereof. The safe course of conduct is to avoid any direct or indirect businessrelationship with a customer, supplier or competitor of IAL, except when actingin the course of your employment on IAL’s behalf.  Conflicts of interest may not always beclear-cut.  If you have a question,consult with your supervisor or IAL’s designated Corporate GovernanceRepresentative (“CGR”).  The CGR iscurrently Susan Leone, Vice President—Human Resources.

 

## INSIDERTRADING

 

Employeeswho have access to or come into possession of non-public information regardingIAL, its business and affairs or its financial condition, or the business,affairs or financial condition of others with whom IAL has a businessrelationship, are not permitted to use or share that information for stocktrading purposes or for any other purpose except lawfully in connection withthe conduct of IAL’s business.  Allnon-public information about IAL, and all non-public information about otherswith whom IAL has a business relationship obtained in the course of youremployment should be considered secret, proprietary and confidential.  To use non-public information for personalfinancial benefit or to “tip” others who might make an investment decision onthe basis of such information is not only unethical but also illegal.

 

## CORPORATEOPPORTUNITIES

 

Employees,officers and directors may not take for themselves personally,

 

----

 

opportunitiesthat arise or are discovered through the use of corporate property, informationor position.  Employees, officers anddirectors owe a duty to IAL to advance its interests whenever and wherever theopportunity to do so arises.

 

## COMPETITIONAND FAIR DEALING

 

IALseeks to outperform its competitors fairly and honestly.  Stealing proprietary information, possessingtrade secret information of others that was obtained without the owner’sconsent, or inducing such disclosures by past or present employees of othercompanies is prohibited.  Each employeeshould respect the rights of and deal fairly with IAL’s customers, suppliersand competitors and with his or her fellow employees.  No employee should take unfair advantage ofanyone through manipulation, concealment, use or abuse of privilegedinformation, the misrepresentation of facts or any other unfair practice.

 

Subjectto the PAYMENTS TO GOVERNMENT PERSONNEL section below, no gift or entertainmentshould be offered, given or accepted by any employee, family member of anemployee or agent unless it:  (1) is nota cash gift;  (2) has a value of lessthan two hundred fifty dollars ($250.00); (3) cannot be construed as a bribe or payoff and (4) does not violateany laws or regulations.  Each employee shoulddiscuss with his or her supervisor any gift or proposed gift which he or she isnot certain is appropriate.

 

## DISCRIMINATIONAND HARASSMENT

 

IALis an equal opportunity employer and is committed to providing equalopportunity to and for all of its employees. IAL will not tolerate discrimination or harassment of any kind.  Examples include derogatory comments based onrace, religion, ethnicity or sexual orientation, unwelcome sexual advances andcreating an atmosphere of intimidation or harassment.  Any act of discrimination or harassment shouldbe reported immediately to your supervisor or to the CGR.

 

## HEALTHAND SAFETY

 

IALstrives to provide each employee with a safe and healthy work environment.  Each employee has the responsibility ofmaintaining a safe and healthy workplace for all employees by following safetyand health rules and practices and reporting accidents, injuries and unsafeequipment, practices or conditions.

 

Violenceand threatening behavior are not permitted. Employees should report to work in condition to perform their duties,free from the influence of drugs and alcohol. The use of illegal drugs or alcohol in the workplace will not betolerated.

 

## RECORD-KEEPING

 

IALrequires honest and accurate recording and reporting of information in order tomake responsible business decisions.  Forexample, only the true and actual number of hours worked should bereported.  Some employees use businessexpense accounts, which must be documented as required by Company policy andrecorded accurately.  If you are not surewhether a particular expense is reimbursable, consult your supervisor.

 

Allof IAL’s books, records, accounts and financial statements must appropriatelyreflect IAL’s transactions and must conform to all legal and accountingrequirements and to IAL’s system of internal controls.  Unrecorded or “off the books” funds or assetsare prohibited.  Records should beretained or destroyed as required by IAL’s record retention policy.

 

Communicationsoften become public, and each employee should avoid exaggeration, defamation andguesswork.  This applies equally toe-mail, internal memos and formal reports.

 

## CONFIDENTIALITY

 

Employeesmust maintain the confidentiality of secret and confidential informationentrusted to them by IAL or others with whom IAL has a business

 

----

 

relationship,except when disclosure is authorized by IAL’s legal counsel or required bylaw.  Confidential information includesnon-public information that might be of use to competitors or harmful to IAL orothers with whom IAL has a business relationship.  It also includes confidential informationthat has been entrusted to IAL.  Theobligation to preserve confidential information continues even after employmentends.

 

## PROTECTIONAND PROPER USE OF IAL’S ASSETS

 

Allemployees should protect IAL’s assets and ensure the proper and efficient usethereof.  Theft, carelessness and wastehave a direct impact on IAL’s profitability. Any incident of fraud, theft or carelessness should be reported to anemployee’s supervisor or the CGR.  IAL’sassets should not be used for or in connection with non-IAL business.

Theobligation of employees to protect IAL’s assets includes IAL’s proprietaryinformation such as trade secrets, patents, trademarks and copyrights, as wellas business and marketing plans, engineering and manufacturing ideas, designsand records, salary information and any non-public financial data.  Unauthorized use or distribution of suchinformation violates IAL’s policy and could be illegal and result in civilpenalties.

 

## PAYMENTSTO GOVERNMENT PERSONNEL

 

TheForeign Corrupt Practices Act prohibits giving anything of value, directly orindirectly, to officials of foreign governments or foreign political candidatesin order to obtain or retain business. It is strictly prohibited to make payments to government officials ofany country.  In addition, the U.S.government has a number of laws and regulations regarding business gratuities,which may be accepted by U.S. government personnel.  The promise, offer or delivery to an employeeof the U.S. government of a gift, favor or other gratuity in violation of theserules will not only violate IAL’s policy but could also be a criminaloffense.  State and local governments, aswell as foreign governments, often have similar rules.

 

## WAIVERSOF THE CODE OF BUSINESS CONDUCT AND ETHICS

 

Anywaiver of this Code may be made only by the Nominating and Governance Committeeor the full Board of Directors of IAL and will be promptly disclosed asrequired by law or stock exchange regulation.

 

## REPORTINGILLEGAL OR UNETHICAL BEHAVIOR

 

Employeesare encouraged to talk to supervisors, managers or other appropriate personnelabout observed illegal or unethical conduct and, when in doubt, about the bestcourse of action to take in a particular situation.  IAL does not allow retaliation for reportingmisconduct when done in good faith.  Allemployees are expected to cooperate in internal investigations of misconduct.

 

## COMPLIANCEPROCEDURES

 

Itis essential to ensure prompt and consistent action against violations of thisCode.  In some situations, it will bedifficult to know if a violation has occurred. Since no one can anticipate every situation that may arise, it isimportant that there be a way to approach a new question or problem.  These are the steps to keep in mind:

 

•                  Make sure you have all the facts.  Inorder to make correct decisions, be as fully informed as possible.

 

•                  Ask yourself: What specifically am I being asked to do?  Does it seem unethical or improper?  Thiswill enable you to focus on the specific question you are faced with and thealternatives you have.  Use your judgmentand common sense.

 

•                  Discuss the matter with your supervisor orthe CGR.  This is basic guidance applicable to allsituations.  In many cases, yoursupervisor will be more knowledgeable about the question, and will appreciatebeing brought into the decision-making process. It is your supervisor’s responsibility to help solve problems.

 

----

 

•                  You may report ethical violations withoutfear of retaliation.  If the circumstances require that your identitybe kept secret, your anonymity will be protected.  IAL does not permit retaliation of any kindagainst employees for good-faith reports of ethical violations.

 

•                  Always ask first, act later:  Ifyou are unsure of what to do in any situation, seek guidance before you act.

 

----