Exhibit 99.5 

 

**ENGLOBAL CORPORATION CODE OF ETHICS**

**FOR CEO AND SENIOR FINANCIAL OFFICERS**

 

ENGlobalCorporation (the “Corporation”) has a Code of Business Conduct and Ethics applicable to all directors and employees of the Corporation. The CEO and all senior financial officers, including the CFO and principal accounting officer, arebound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers are subject to the followingadditional specific policies: 

 

1. The CEO and all seniorfinancial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Corporation with the SEC. Accordingly, it is the responsibility of the CEO and each seniorfinancial officer promptly to bring to the attention of the Audit Committee any material information of which he or she may become aware that affects the disclosures made by the Corporation in its public filings. 

 

2. The CEO and each senior financial officer shall promptly bring to theattention of the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Corporation’s ability to record, process, summarize andreport financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s financial reporting, disclosures or internal controls. 

 

3. The CEO and each senior financial officer shall promptly bring to theattention of the CEO and to the Audit Committee any information he or she may have concerning any violation of the Corporation’s Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal andprofessional relationships, involving any management or other employees who have a significant role in the Corporation’s financial reporting, disclosures or internal controls. 

 

4. The CEO and each senior financial officer shall promptly bring to the attention of the CEO and to the Audit Committee anyinformation he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Corporation and the operation of its business, by the Corporation or any agent thereof, or ofviolation of the Code of Business Conduct and Ethics or of these additional procedures. 

 

5. The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics or of these additionalprocedures by the CEO and the Corporation’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additionalprocedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay orbenefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information,including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advisedprior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.