**Exhibit 14**

 

**CONTINENTALMATERIALS CORPORATIONCODE OF ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS**

 

The Board of Directors of Continental Materials Corporation (the“Company”) has adopted the following Code of Ethics for its CEO and seniorfinancial officers to establish specific policies with respect to the duties ofthe Chief Executive Officer, Chief Financial Officer, Controller and SubsidiaryControllers, as they relate to the financial reporting, disclosure controls andinternal controls functions.  Inaddition, the CEO and senior financial officers are bound by the Company’sother related policies, including the Code of Business Conduct and Ethics andthe Whistleblower Policy.

 

1.               The CEO and all senior financialofficers are responsible for full, fair, accurate, timely and understandabledisclosure in the periodic reports required to be filed by the Company with theSEC.  Accordingly, it is theresponsibility of the CEO and each senior financial officer promptly to bringto the attention of the Board of Directors of the Company, or the AuditCommittee, any material information of which he or she may become aware that,in the case of the Subsidiary Controllers, has not been fully or adequatelydisclosed to the Corporate Vice President of Finance or the CorporateController, or that is not fully or adequately disclosed by the Company in itspublic filings.

 

2.               The CEO and each senior financialofficer shall promptly bring to the attention of the Board of Directors and theAudit Committee (and CEO, if not previously aware) any information he or shemay have concerning (a) significant deficiencies in the design or operation ofinternal controls that could adversely affect the Company’s ability to record,process, summarize and report financial data; or (b) any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the Company’s financial reporting, disclosures or internal controls.

 

3.               The CEO and each senior financialofficer shall promptly bring to the attention of the Audit Committee (and CEO,if not previously aware) any information he or she may have concerning anyviolation of the Company’s Code of Business Conduct and Ethics, including anyactual or apparent conflicts of interest between personal and professionalrelationships, involving any  managementor other employees who have a significant role in the Company’s financialreporting, disclosures or internal controls.

 

4.               The CEO and each senior financialofficer shall promptly bring to the attention of the Audit Committee (and CEO,if not previously aware) any information he or she may have concerning (a)evidence of a material violation of the securities or other laws, rules orregulations applicable to the Company and the operation of its business, by theCompany or any of its officers, employees or agents; or (b) of a violation ofthe Code of Business Conduct and Ethics or of this Code of Ethics.

 

5.               The Board of Directors shall determine,or designate appropriate persons to determine, appropriate actions to be takenin the event of violations of the Code of Business Conduct and Ethics or ofthis Code of Ethics by the CEO or the Company’s senior financial officers.  Those actions shall be reasonably designedto deter wrongdoing and to promote accountability for adherence to the Code ofBusiness Conduct and Ethics and to this Code of Ethics, and may include writtennotices to the individual involved that the Board has determined that there hasbeen a violation, censure by the Board, demotion or re-assignment of theindividual involved, suspension with or without pay or benefits and terminationof the individual’s employment.  Indetermining what action is appropriate in a particular case, the Board ofDirectors or its designee shall take into account all relevant information,including the nature and severity of the violation, whether the violation was asingle occurrence or repeated occurrences, whether the violation appears tohave been intentional or inadvertent, whether the individual in question hasbeen advised prior to the violation as to the proper course of action andwhether or not the individual in question had committed other violations in thepast.

 

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