Exhibit 14.1
ISG Code of Business Conduct
**1.**General Policy
It is ISG’s policy to observe and comply with all laws, rules and regulations applicable tothe conduct of its business in all countries in which it operates, and to require all ISGemployees to avoid any activities that could involve or lead to involvement of ISG or itsemployees in any unlawful practice.
It is the personal responsibility of all employees to acquaint themselves with the legalstandards and restrictions applicable to their assigned duties and responsibilities and toconduct themselves accordingly.
Over and above the strictly legal aspects involved, all ISG employees are expected toobserve high standards of business and personal ethics in the discharge of their assignedresponsibilities. Simply stated, this requires the practice of honesty and highprofessional standards in dealings with other ISG employees, the public, stockholders,customers, suppliers, and governmental and regulatory authorities.
**2.**Misuse of Information and Resources
Antitrust Compliance
It is ISG’s policy to make commercial decisions on the basis of what is considered to be inthe best interests of ISG, independent from any understandings or agreements with anycompetitor, customer or supplier. This requires the avoidance of any conduct that violatesthose underlying principles of the antitrust laws which forbid any kind of understanding oragreement between competitors regarding prices, terms of sale, division of markets,allocation of customers or any other activity that restrains competition, whether bysellers or purchasers. No employee, whatever his or her position, is authorized to departfrom this policy or to condone a departure by anyone else.
Record Keeping and Compliance with Accounting Procedures
Accuracy and reliability in the preparation of all business records is mandated by law andis of critical importance to the corporate decision-making process and to the properdischarge of ISG’s tax, stockholder and regulatory obligations. All business records, suchas expense accounts, vouchers, invoices, payroll, employment records, and reports togovernment, stockholders and other agencies, must be prepared with required care andhonesty. Falsifying records or creating misleading entries in such records are unlawful andare not permitted.
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Compliance with accounting and internal control procedures is required at all times.Employees must ensure that both the letter and the spirit of corporate procedures forkeeping records and safeguarding ISG’s assets are strictly adhered to at all times.Employees should promptly advise their supervisor or Internal Audit of any shortcomingsthey observe in such procedures.
Securities Law
It is ISG’s policy that all disclosures to the public and all filings with or submissionsto the Securities and Exchange Commission, including periodic reports, press releases,speeches and stockholder communications will be full, fair, accurate, timely andunderstandable. ISG employees must not use for personal gain, or reveal outside of ISG,material information concerning ISG or any other company that is neither known noravailable to the public.
Confidential Information
While employed and thereafter, ISG employees must at all times keep in confidence allinformation of ISG. Information is considered confidential if it is non-public, i.e., hasnot been disseminated broadly to the public, proprietary or of a secret nature related toISG’s business. Confidential information includes, for example, trade secrets, processes,formulas, data, know-how, improvements, techniques, financial information, businessforecasts, plans and strategies and information concerning employees, customers andsuppliers.
Information in Electronic Format, E-mail, and Internet
ISG-supplied systems, including computer systems and company-related work records, belongto the company and not to the employee. These systems are for business purposes, althoughwe recognize that incidental use of telephones and e-mail for personal purposes may occur.ISG can audit any employee’s e-mail and intends to monitor e-mail as a standard practice.Use of the systems constitutes the employee’s consent to auditing and monitoring.
Use of the computer systems to make or forward, derogatory or offensive remarks about otherpeople or groups is prohibited. This includes “humor” messages. In addition, downloading,transmission or creation of sexually or racially offensive or illegal material of any kindis prohibited. E-mail messages can be intercepted by people other than the intendedrecipient. Therefore, employees should take extra precautions that all messages areprofessional and courteous.
Payments
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It is ISG’s policy to deal fairly and honestly with its customers, suppliers, governmentsand their agencies. It is unlawful and not permitted to pay any bribe, kick-back or othersimilar payment to any public official, government, or other individual, whether foreign ordomestic, to secure any concession, contract or favorable treatment for ISG or one of itsemployees. No undisclosed or unrecorded fund or asset of ISG may be established. Paymentson behalf of ISG can be made only for the purpose described by the documents supporting thepayment and must be made in accordance with applicable approved corporate procedures.
Use of Resources
ISG’s employees and assets are to be used for business purposes. Employees of ISG areresponsible for protecting Company assets by using them appropriately and preventing wasteand theft.
Business Entertainment and Gifts
Business entertainment and gifts are meant to create good will and sound workingrelationships, not to gain unfair advantages with customers or suppliers. Employees andtheir family members should not offer, give, or accept any gift or entertainment unless it:(a) is a non-cash gift, (b) is of nominal value, (c) cannot be construed as a bribe orpayoff, and (d) does not violate any laws or regulations. Any consideration of offering agift or invitation that does not meet the above criteria should be discussed with a companyexecutive (i.e., head of operating location or Corporate Officer). Any gift or invitationoffered an employee that does not meet the above criteria should be refused.
Community Involvement and Charitable and Political Contributions
ISG values the communities in which our operations and offices are located. Our commitmentto be a good neighbor encompasses maintaining facilities that are safe, clean andeconomically viable, and encouraging employees to become involved in community programs.Employees may from time to time request the senior manager at their location to permit theuse of certain ISG assets (e.g., meeting rooms) to support non-profit or non-politicalcommunity activities. Contributions of this nature are permitted provided the situationdoes not subject ISG to undue risk. All contemplated monetary commitments to communityactivities or charitable events must be directed to ISG’s Corporate General Counsel andapproved in writing by the Chief Financial Officer.
Laws in states and localities in the United States differ as to whether it is legal to usecorporate funds for political contributions or expenditures. In this regard, the Companymust act in strict compliance with the state and local laws, and consequently, contemplatedcontributions or expenditures in connection with the
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nomination or election of any person for Federal, State or local office must be requestedthrough ISG’s Corporate General Counsel and approved in writing by the Chief FinancialOfficer.
**3.**Workplace
Nondiscrimination and Harassment
ISG is dedicated to providing a work place that is free from any type of harassment, and iscommitted to provide equal employment opportunities. Harassment is defined as offensive orintimidating conduct of a verbal or physical nature relating to gender, race, color,religion, national origin, age, mental or physical disability, veteran status or any otherunlawful basis, which has the purpose or effect of unreasonably interfering with anemployee’s working conditions or performance; creates a hostile, intimidating, or offensivework environment; or otherwise adversely affects employment opportunities. Sexualharassment is a particular type of harassment characterized by unwelcome sexual advances,request for sexual favors, physical conduct of a sexual nature, or sexually discriminatoryremarks that are offensive or objectionable to an employee, or that cause an employeediscomfort or humiliation, or that interfere with an employee’s job performance. ISG viewssuch conduct, whether it is by an employee or non-employee, as an extremely serious matter,and any employee who violates this policy will be subject to disciplinary action, up to andincluding termination of employment.
Any employee who believes that he or she has been the victim of discrimination ordiscriminatory harassment should immediately report the incident to his or her supervisor,or the General Manager or a human resources representative. The supervisor or GeneralManager should immediately contact a human resource representative. Employees can alsocontact the Corporate Human Resource Department directly through the Complaint Hot Line(330) 659-7429. All such complaints will be promptly and thoroughly investigated. If theinvestigation reveals the complaint is valid, appropriate corrective action will be takento eliminate any harassment and prevent recurrence.
Health and Safety Laws
ISG is committed to providing a safe and healthful workplace for all of its employees. ISGand every employee will comply with all health and safety laws and regulations applicableto our business. Employees are required to promptly notify their supervisor, or call theEmployee Hot Line, if they believe a situation or certain conduct within the workplace isunsafe or unhealthy.
**4.**Environmental Laws
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ISG’s corporate environmental policy is straightforward: “We will comply with allenvironmental laws and regulations applicable to the conduct of our business.” The policyis clear, and it is the responsibility of every employee to do his or her part to ensurethat ISG complies with environmental laws and regulations in a cost effective manner.
Employees with responsibilities that can affect compliance with environmental laws orregulations must understand the applicable requirements of those laws or regulations andcomply with them. No employee, whatever his or her position, has the authority to pursue orcondone the pursuit of a course of conduct that will lead or is likely to lead to aviolation of environmental law.
Employees should promptly notify their supervisor or a corporate executive, or call theEmployee Hot Line, if they observe conduct which violates, or is likely to violate,environmental requirements.
**5.**Conflicts of Interest
Every employee must avoid any interest, activity or relationship that conflicts with ISG’sbusiness interests. The choice of individuals or corporations with whom ISG may have abusiness relationship must be determined solely on the basis of the best interest of ISG.The self interest of any employee must not be permitted to affect such choice.
**6.**Questions and Hotline
Routine questions concerning this Code should be referred to either the employee’simmediate supervisor, or if appropriate at the employee’s discretion, to the designatedcorporate executive (i.e., head of operating location or Corporate Officer). If necessaryunder the circumstances, an employee may also raise any question or report a concerndirectly with the Director of Internal Audit.
If you are aware of any potential violations of ISG’s practice, policies or procedures asset forth in this Code and are uncomfortable contacting management directly, you areencouraged to contact ISG’s anonymous Employee Hot Line at 1-888-INTL-STL. The EmployeeHot Line is available 24 hours a day and 7 days a week.
**7.**Compliance and Discipline
The responsibility and accountability for compliance with, and adherence to, this Code,including the duty to seek interpretation when in doubt, rests with each employee. Failureto comply with this Code may result in disciplinary actions, including warnings,suspensions, termination of employment or such other actions as may be appropriate underthe circumstances.
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**8.**Audits
ISG audits compliance with laws, procedures and policies affecting the conduct of itsbusiness. It is the duty of every employee to cooperate fully with ISG’s attorneys andauditors, both internal and external.
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