**Exhibit14**

 

**CERTIFICATEOF RECEIPT AND ACKNOWLEDGMENTREGARDING ETHICS POLICIES AND PROCEDURES OFJ. B. POINDEXTER & CO., INC. AND ITSSUBSIDIARIES AND AFFILIATES**

 

I,                                                ,a team member of                                                ,

(print name)                                                      (nameof employer)

acknowledge receipt of, and agree to abide by, thepolicies and procedures of J.B. Poindexter & Co., Inc. and itssubsidiaries and affiliates (collectively, the “Company”), including,but not limited to the policies and procedures entitled as followed:

 

Corporate Accountability

 

Conflict of Interest

 

Business Confidentiality

 

Prohibition of Insider Transactions

 

Release of Company Information

 

Prohibition of Improper Transactions

 

Whistle Blower Policy

 

I acknowledge that I have read and understand these policies andprocedures.  I further understand that ifI have any questions concerning my obligations regarding the policies andprocedures of the Company, I should consult with the President of my employer.

 
|                      |   |     |
|---------------------------|--------|----------|
| Signature  of Team Member |   | Date     |
|                      |   |     |
|                      |   |     |
| Print  Name in Full       |   | Position |

 

List any of your activitiesor interests or those of your immediate family (parents, spouse, children, andsiblings) that might conflict, or appear to conflict, with yourresponsibilities to the Company that do not adhere to the above policies.  List gifts (e.g. sporting events, clothing,etc.) of $150 or greater value given to you by any interested parties (e.g.suppliers).

 

 

 

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**J.B. POINDEXTER & CO., INC. POLICY AND PROCEDURES**

 

**CORPORATE ACCOUNTABILITY**

 

APPLICATION:

 

Thispolicy applies to all directors, officers, and employees (collectively andindividually referred to as “team members”) of J.B. Poindexter & Co., Inc.,and its subsidiaries, divisions and affiliates (collectively referred to as theCompany).

 

POLICY:

 

Itis the responsibility of the Company to maintain an effective system ofcontrols and procedures for financial reporting.

 

PURPOSE:

 

Thepurpose of this statement is to explain the Company’s policies regarding themaintenance of an effective system of controls and procedures and theevaluation and reporting of the effectiveness of the controls and proceduresfor financial reporting.  The Company is issuing these policies and procedures toconfirm and restate its guidelines and boundaries as a basis for identifying,designing, and maintaining controls and procedures for financialreporting.  At a minimum, each subsidiarywithin the Company must comply with the Company’s accounting policies andprocedures manual.

 

PROCEDURE:

 

Thepurpose of internal controls and procedures for financial reporting is toensure that the Company has processes to provide reasonable assurance that:

 

·                  the Company’s transactions are properlyauthorized;

·                  the Company’s assets are safeguarded againstunauthorized or improper use; and

·                  the Company’s transactions are properlyrecorded and reported

 

soas to permit the preparation of the Company’s financial statements inconformity with generally accepted accounting principles.

 

Sometimesit is difficult to determine what specific controls fall within the scope offinancial reporting.  Often, for example,controls to accomplish operations or compliance objectives can also helpaccomplish financial reporting objectives. Examples of these include:

 

·                  **Operations**. Physical controls overinventory, legal settlements, production statistics, and facility usage.

·                  **Compliance**. Controls over patentexpirations, income tax assessments, and penalties for non-compliance.

 

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Some examples of activities orevents that may impact the need for disclosures and supporting controlsinclude:

 

·                  **Operations**. Changes in backlog, changes in key contracts, legalproceedings, supply chain interruptions, and termination of a major supplier orcustomer contracts.

·                  **Compliance**. Failure to comply with a contractual obligation or acovenant of a debt instrument or a negative regulatory decision.

 

ACKNOWLEDGMENT:

 

Acknowledgmentof the Corporate Accountability Policy is a condition of employment and theCompany requires strict compliance.  Teammembers having any questions concerning this policy should discuss them withtheir presidents. Reporting should be made as follows:

 

Certificationswill be submitted quarterly, by the division President and Chief FinancialOfficer (CFO) as part of the parent’s SEC reporting.

 

Allinformation thus disclosed will be treated on a confidential basis, except tothe extent necessary for the protection of the Company’s interest or requiredby law.

 

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**CONFLICT OF INTEREST**

 

APPLICATION:

 

Thispolicy applies to all directors, officers, and employees (collectively andindividually referred to as “team members”) of J.B. Poindexter & Co., Inc.,and its subsidiaries, divisions and affiliates (collectively referred to as theCompany).

 

POLICY/PROCEDURESTATEMENT:

 

Itis the policy of the Company, in its relationship with its team members, toconduct its affairs in a fair, just, and proper manner.  All team members should avoid transactions,commitments, and other activities which are not in the Company’s best interestor which could involve a conflict between the team member’s personal interestsand those of the Company.

 

PURPOSE:

 

Toensure that all team members know and understand the Company’s positionregarding conflict of interest and to provide some guidelines in dischargingthe team members’ duties and responsibilities.

 

PROCEDURE:

 

Itis not possible to define all situations which could involve a conflict of interest.  In most instances, however, normal judgmentshould be sufficient to evaluate a situation of potential conflict ofinterest.  In those cases where doubtexists concerning the applicability of this policy, pertinent facts should bepresented through the team member’s supervisor to the senior human resourceperson of the division for discussion with the president of the division andthe Vice President of Administration of J.B. Poindexter & Co., Inc.,if necessary.

 

Thefollowing is provided as a guide in determining circumstances which mightcreate conflicts of interest.  It doesnot however, describe all possible conflicts..

 

Ethical Business Conduct

 

Allteam members of the Company occupy, in varying degrees, positions of trust andconfidence.  In discharging theresponsibilities of these positions, they owe the Company absolute honesty andintegrity.  This includes: the duty notto engage in activities for personal gain in conflict with the interest of theCompany; the duty not to exploit their positions with the Company by convertingto their own use money and other things of value which lawfully belong to theCompany; the duty to deal openly with and make full disclosure to the Company,and the duty to act in good faith, with integrity, and high standards ofconduct.

 

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Interest in Companies Transacting Business with The Company andSubsidiaries

 

TheCompany buys many goods and services from others.  In transacting such business, it is thepolicy of the Company to select vendors and contractors on the basis of merit,without favoritism, and whenever practicable, on a competitive basis.  This policy requires that team members haveno undisclosed relationships or engage in any activities that might impairtheir independence or judgment.

 

Itis contrary to Company policy for a team member in a sensitive positioninvolving buying or selling goods or services or negotiating with vendors orcontractors to have any economic interest either directly or indirectly in anyprivate or publicly held business organizations which transact business withthe Company or are in competition with it. An economic interest does not include less than 5% of the stock of apublicly traded company.  Further, noofficer or team member or any member of his or her immediate family or anyassociate may lease or rent any kind of facilities or equipment to the Company,or to any company or individual dealing with the Company or a contractor orsupplier without prior approval in writing from the Chief Executive Officer ofJ.B. Poindexter & Co., Inc.

 

Management Positions with Other Companies

 

Approvalfrom the Chief Executive Officer of J.B. Poindexter & Co., Inc. mustbe obtained for a team member to serve as an officer, director, consultant, oras a member of management at any level, in another for profit company.  This restriction does not apply tonon-profit, civic, educational, social, professional, and religiousorganizations.

 

Effect of Directorships on Transactions

 

Thedirectors of the Company, generally have diversified business interests, andare connected with other corporations and firms with which, from time to time,the Company may have business dealings. No contract or other transaction between the Company and any other corporationwill be affected by the fact that any director has an interest in, or is adirector or officer of, such corporation or firm.  No directors of the Company will vote on anytransaction in which he, or a company or firm with which he or she has connections,is involved.

 

Disclosure of Confidential Information

 

Itis contrary to Company policy for a team member to give or release withoutmanagement approval any data or information of a confidential nature (i.e.,data and information which has not been generally disseminated) relating to theCompany’s business to an unauthorized fellow team member, to anyone outside theCompany, or to use such knowledge in advancing his or her personal interestthrough buying or selling company securities, or the stock of an acquisitioncandidate, or otherwise. This includes any information on acquisition programs,information on the Company’s plans to acquire new 

 

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propertiesor businesses, information regarding relocations of existing facilities, newdevelopments or techniques, major changes in the organization, competitive bidinformation, prices paid or received for goods or services, or any otherinformation or data which is published, released, or otherwise disseminatedthat might be used to the detriment of the Company or its management or affectits ability to transact business in its best interest or that would inure tothe personal benefit of a team member.

 

Gratuities

 

Itis the policy of the Company that no team member, or any member of a teammember’s immediate family is to accept a gratuity, of other than very nominalvalue, from any outside concern that does or is seeking to do business with oris a competitor of the Company.

 

Specifically,team members are forbidden to accept any gifts such as payments, loans,services, or any other type of gratuity except of very nominal value.  Further, team members are not to participatein any type of entertainment with a supplier or contractor without theknowledge of their supervisor.

 

Theabove restrictions do not include gifts of very nominal value, business meals,or social invitations which are customary and proper under the circumstances,support the achievement of a valid business purpose, are consistent with high standardsof business ethics, and do not place the recipient under an obligation of anykind.  For purposes of this policy, anitem having a value of $150.00 or less is considered to have a nominalvalue.  Non-compliance with this policymay result in termination of employment.

 

Gifts, Favors, Entertainment, and Payments by the Company

 

Gifts,favors, and entertainment may be provided to others at the Company’s expenseonly if they meet all the following criteria:

 

a.                                       They areconsistent with accepted business practice and support the achievement of avalid business purpose;

 

b.                                      They are ofsufficiently limited value (less than $150) and in a form that will not beconstrued as a bribe or payoff;

 

c.                                       They are not incontravention of applicable law and generally accepted ethical standards;

 

d.                                      Publicdisclosure of the facts, including the identity of the recipient, will notresult in embarrassment to the Company or the employer of the recipient.

 

Improper Payments (See Policy, “Prohibition of ImproperTransactions”)

 

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Employment outside the Company

 

Employmentoutside the Company is defined as employment with another company, selfemployment, or private business ventures of the team member.  Outside employment with any company orindividual doing business with, or in competition with the Company, isconsidered a conflict of interest.  Teammembers with outside employment that may be considered a conflict of interestrequire notification in writing, by the JBPCO Vice President of Administrationauthorizing such employment. The Company considers it a violation of thispolicy for a full time team member to have undisclosed outside employment withany company.

 

Transactions with Associates

 

Asused, herein “associate” has the following meaning, which is contained in the rules andregulations of the Securities and Exchange Commission:

 

a.                                       Any corporationor organization of which such person is an officer or partner or the beneficialowner, directly or indirectly, of 10% or more of any class of equitysecurities;

 

b.                                      Any trust orother estate in which such person has a substantial beneficial interest or withwhich such person serves as a trustee or in a similar fiduciary capacity;

 

c.                                       Any relative orspouse of such person, who occupies the same home.

 

TheCompany expects strict compliance with its conflict of interest policy from allits team members.  Deliberate violationwill result in strong disciplinary action. Anyone who presently is in a situation which might be deemed to be aviolation of this policy should discuss it fully with his or her immediatesupervisor.

 

Ifany violation of this conflict of interest policy comes to the attention ofmanagement and it has not been fully disclosed in writing, with proposed actionto correct it, disciplinary action may be taken against the person involved andhis or her supervisor up to and including termination.

 

ACKNOWLEDGMENT:

 

Acknowledgmentof the Conflict of Interest policy is a condition of employment, and theCompany requires strict compliance.  Teammembers having any questions concerning this policy should discuss them withtheir supervisors. Reporting should be made as follows:

 

Theattached “Certificate of Receipt and Acknowledgement regarding Ethics Policiesand Procedures of J.B. Poindexter & Co., Inc.” will be 

 

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submittedannually, by all team members whose duties include the supervision ofothers.  They in turn, will designatethose team members under their authority who will also be required to submitsuch reports.  All reports will be sentto the Vice President of Administration of J.B. Poindexter & Co., Inc.

 

Allinformation thus disclosed will be treated as confidential, except to theextent necessary for the protection of the Company’s interests.

 

RESPONSIBILITY:

 

Allteam members of the Company, its subsidiaries, and affiliates are responsiblefor adhering to this policy and for its enforcement. Failure to adhere to thispolicy will subject the violating individual and his or her supervisor todisciplinary action, including termination.

 

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**BUSINESS CONFIDENTIALITY**

 

APPLICATION:

 

Thispolicy applies to all directors, officers and employees (collectively andindividually referred to as “team members”) of J.B. Poindexter & Co., Inc.and its subsidiaries, divisions and affiliates (collectively referred to as theCompany).

 

POLICY/PROCEDURESTATEMENT:

 

Itis incumbent upon our team members to maintain confidentiality of the Company’sbusiness, products, information systems, plans and strategies while employed bythe Company and following termination of employment with the Company.

 

PURPOSE:

 

Tostate Company policy regarding the confidential, secret, or proprietary nature ofcertain Company’s information and set forth a procedure for maintaining theconfidentiality of such information.

 

DEFINITIONS:

 

“ConfidentialInformation” means the Company’s confidential, secret, or Proprietary Property(copyrightable works and inventions), trade secrets, or know-how, including butnot limited to the Company’s data, specifications, drawings, writtendescriptions, instructions, processes, manufacturing methods, procedures,models, prototypes, products, business plans, team member names and lists,customer or vendor names and lists, prices, costs, manufacturing uses andapplications of products, and results of investigations or experiments.

 

PROCEDURE:

 

Teammembers are required to disclose and assign to the Company their entire right,title, and interest to any and all inventions, discoveries, and improvementswhich relate to the business of the Company and which are made or conceived bythe team member during his or her employment with the Company.  Team members are further required to assistthe Company, at no cost to the team member, in obtaining, maintaining,enforcing, and defending patents related to such inventions, discoveries, andimprovements.

 

Itis required that team members will not, during or subsequent to theiremployment by the Company, divulge to any third party, or use, except on behalfof the Company, any Confidential Information of the Company.  All team members will, upon termination oftheir employment with the Company, return to the Company all ConfidentialInformation, together with all correspondence, memoranda, notes, books,records, drawings, sketches, plans, customer lists, price lists, productcompositions and other documents, and all copies thereof, in their possessionor control upon termination.

 

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Duringtheir employment with the Company, team members are not permitted, directly orindirectly, to solicit, interfere with or endeavor to entice away from theCompany any customer, supplier or team member of the Company.  See also “Conflict of Interest”.

 

Duringtheir employment with the Company, team members will not engage in any businessor activity which competes, directly or indirectly, or conflicts with theinterest of the Company, as determined by the Company.  See also “Conflict of Interest”.

 

ENFORCEMENT:

 

Inthe event of a breach by any team member of this policy, the team member willbe subject to disciplinary action, including termination and may forfeit, tothe extent allowed by law, any and all interest that he or she may have underany team member benefits of the Company.

 

Inthe event a team member breaches this policy, the Company is entitled toinjunctive relief to stop the team member’s activities.

 

ACKNOWLEDGMENT:

 

Acknowledgmentof the Business Confidentiality policy is a condition of employment, and theCompany requires strict compliance.  Teammembers having any questions concerning this policy should discuss them withtheir supervisors. Annual reporting of this acknowledgement will be made bysigning a Report Letter that covers this and other “ethics” policies asfollows:

 

Theattached “Certificate of Receipt and Acknowledgement regarding Ethics Policiesand Procedures of J.B. Poindexter & Co., Inc.” will be submittedannually, by all team members whose duties include the supervision ofothers.  They in turn, will designatethose team members under their authority who will submit such reports.  All reports will be sent to the VicePresident of Administration of J.B. Poindexter & Co., Inc.

 

Allinformation thus disclosed will be treated on a confidential basis, except tothe extent necessary for the protection of the Company’s interest.

 

RESPONSIBILITY:

 

Itis the responsibility of every team member to assure compliance with thispolicy.

 

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**PROHIBITION OF INSIDER TRANSACTIONS**

 

APPLICATION:

 

Thispolicy applies to all directors, officers and employees (collectively andindividually referred to as “team members”) of J.B. Poindexter & Co., Inc.,its subsidiaries, divisions and affiliates (collectively referred to as theCompany).

 

U.S.federal securities laws are based on the general concept of a free and fairtrading market which generally requires that everyone operate with the sameinformation.  It is unlawful and againstCompany policy for directors, officers and team members of the Company to buyor sell the Company’s securities if their action is based on material insideinformation not previously released to the public.  Further, directors, officers and team membersare prohibited from disclosing material inside information to persons outsidethe Company, including friends and relatives, i.e. “tipping.”

 

PURPOSE:

 

Thepurpose of this policy is to declare the Company’s support of and compliancewith federal securities laws and to prohibit insider transactions.

 

DEFINITIONS:

 

Aninsider is any team member of the Company, or any of its divisions and oraffiliates whose job duties entail access to strategic, confidential orfinancially significant information, the knowledge of which places that personat an advantage in buying and selling the Company’s securities.

 

“Materialinside information” is non-public information concerning the Company that, ifpublicly known, would be considered important by a reasonable investor or apotential investor in his or her determination of whether to buy or sell thesecurities of the Company or information that could reasonably be expected toaffect the price of the Company’s securities.

 

ACKNOWLEDGMENT:

 

Acknowledgmentof this prohibition of insider transactions policy is a condition ofemployment, and the Company requires strict compliance.  Team members having any questions concerningthis policy should discuss them with their supervisors. Reporting should be asfollows:

 

Theattached “Certificate of Receipt and Acknowledgement regarding Ethics Policiesand Procedures of J.B. Poindexter & Co., Inc.” will be submittedannually, by all team members whose duties include the supervision ofothers.  They in turn, will designatethose team members under their authority who will be required to submit suchreports.  All 

 

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reportswill be sent to the Vice President of Administration of J.B. Poindexter &Co., Inc.

 

Allinformation thus disclosed will be treated on a confidential basis, except tothe extent necessary for the protection of the Company’s interest.

 

RESPONSIBILITY:

 

Aninsider in possession of material inside information is responsible for his orher actions concerning this policy, and must not purchase, sell or recommendCompany securities until the information in question has been properly releasedto the public and until the public has had reasonable time to react to theinformation.

 

Failureto comply with this policy will subject the insider to disciplinary action, upto and including termination, and if appropriate, legal proceedings on behalfof the Company will be commenced against the team member.

 

Tradingon material inside information or disclosing such information to personsoutside the Company can subject the insider to civil penalties of up to threetimes the amount of profit gained or loss avoided and or criminal penalties ofup to $1,000,000 and or up to ten years imprisonment.

 

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**RELEASE OF COMPANY INFORMATION**

 

APPLICATION:

 

Thispolicy applies to all directors, officers, and employees (collectively andindividually referred to as “team members”) of J.B. Poindexter & Co., Inc.,its subsidiaries, divisions and affiliates (collectively referred to as theCompany).

 

POLICY/PROCEDURESTATEMENT:

 

BecauseJ.B. Poindexter & Co., Inc. has issued publicly-held securities,the Company, including its divisions and affiliates, is subject to rules andregulations imposed by the Securities and Exchange Commission regarding thedisclosure and dissemination of information concerning the Company’sactivities.  The Company has theresponsibility to its security holders and the investment community as a wholeto provide a clear and complete picture of the Company on a timely andcoordinated basis. Consequently, all public statements, press releases, andannouncements, not specific to the team member’s company or includinginformation about J.B. Poindexter & Co., Inc as a whole must becoordinated through J.B. Poindexter & Co., Inc.

 

Themanagement of the Company from time-to-time conducts organizational andstrategy sessions which require complete confidentiality because of the natureof the information discussed at such sessions. Personnel attending such sessions will treat all information discussedas confidential and will not disclose any information derived there from.

 

PURPOSE:

 

Thispolicy provides guidance and establishes procedures regarding the disseminationand distribution of information about the Company’s activities, operations,financial condition, research and development efforts and human resourceissues.  Examples of such information areactual or rumored acquisitions and divestitures; actual or rumored organizationalchanges, including team member promotions, demotions and reassignments; newproduct or service developments; changes in operating strategy; the financialcondition of the Company, including its undisclosed financial results ofoperations, and other events of material importance to the Company.

 

PROCEDURE:

 

Exceptas provided herein, no one is to respond to inquiries from security holders,analysts, other members of the investment community, or any third partyconcerning the Company.  All externalinquires are to be directed to the Chief Executive Officer or the ChiefFinancial Officer of J.B. Poindexter & Co., Inc.

 

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TheChief Executive Officer and the Chief Financial Officer of J.B. Poindexter &Co., Inc. have the authority and responsibility to release informationconcerning the Company, or any subsidiary or affiliate to security holders,investors, the general public or financial publications.

 

Anyrequests for operational, financial, and technical information received bydivisions, affiliates or staff departments are to be referred to the Company.Prior approval must be obtained prior to the dissemination of informationconcerning companies owned by J.B. Poindexter & Co., Inc. or J.B.Poindexter & Co., Inc. itself.

 

Thedevelopment and distribution of product literature and catalogs and advertisingare specifically excluded from the scope of this policy.

 

ACKNOWLEDGMENT:

 

Acknowledgmentof the release of Company information policy is a condition of employment, andthe Company requires strict compliance. Team members having any questions concerning this policy should discussthem with their supervisors.  Reportingshould be made as follows:

 

Theattached “Certificate of Receipt and Acknowledgement regarding Ethics Policiesand Procedures of J.B. Poindexter & Co., Inc.” will be submittedannually, by all team members whose duties include the supervision ofothers.  They in turn, will designatethose team members under their authority who will also be required to submitsuch reports.  All reports will be sentto the Vice President of Administration of J.B. Poindexter & Co., Inc.

 

Allinformation thus disclosed shall be treated on a confidential basis, except tothe extent necessary for the protection of the Company’s interests.

 

RESPONSIBILITY:

 

Allteam members of the Company, its subsidiaries and affiliates are responsiblefor adhering to this policy and for its proper dissemination andenforcement.  Failure to adhere to thispolicy will subject the violating individual to disciplinary action, includingtermination.

 

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**PROHIBITION OF IMPROPER TRANSACTIONS**

 

APPLICATION:

 

Thispolicy applies to all directors, officers, and employees (collectively andindividually referred to as “team members”) of J.B. Poindexter & Co., Inc.,its subsidiaries, divisions and affiliates (collectively referred to as theCompany).

 

POLICY/PROCEDURESTATEMENT:

 

AllCompany team members or agents thereof at any location are expected to conductthe Company’s business in accordance with commonly accepted business practicesand in compliance with the laws of the United States and any host government.

 

Director indirect participation in any improper transaction is strictly prohibitedand will not be tolerated by the Company.

 

PURPOSE:

 

Thepurpose of this policy is to state the Company’s position regarding any type ofquestionable business transaction.

 

DEFINITIONS:

 

Animproper transaction is a transaction such as items discussed in the Proceduresection later in this policy and includes Sensitive Payments, bribes, andkickbacks as follows.

 

SensitivePayments are defined as payments that:

 

1.   may violate any law or regulation of anycountry or any governmental body;

 

2.   involve bribes, kickbacks or influencepayments to customers, suppliers, government officials, political parties orcandidates or others with whom the Company does business;

 

3.   in the case of payments to team members ofthe Company, represent bribes, kickbacks or influence payments from customers,suppliers or others with whom the Company does business; and,

 

4.   are not recorded or are falsely recorded inthe records of the Company.

 

Abribe is a payment to a person paid with the intention of either influencing adecision or buying favors.

 

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Akickback is an unauthorized refund from a vendor or supplier to a Company teammember, drawn from a payment made to the vendor or supplier with Company funds.

 

BACKGROUND:

 

Thepolicy of the Company is one of observance of all laws applicable to ourbusiness.  While we recognize that localcustoms and traditions differ from place to place, we believe that a reputationfor ethical dealing is among the most valuable of the Company’s assets, and theCompany expects its team members to conduct themselves with honesty andintegrity.

 

OnDecember 19, 1977, the Foreign Corrupt Practices Act became law.  The Act applies to every United Statescitizen and resident of the United States and to J.B. Poindexter & Co., Inc.and its subsidiaries, domestic and foreign. Briefly, the Act requires the Company to maintain accurate and correctbooks and records and adequate systems of internal accounting controls withrespect to its activities and makes it a criminal offense to offer anything ofvalue to government officials, political parties or political candidates forthe purpose of obtaining or retaining business. Companies found in violation of the Act may be fined.  Individuals convicted of violating the lawmay be fined up to $10,000 and imprisoned for up to five years.  Maintenance of inaccurate accounting recordscan be used as evidence of intent to violate the Act.

 

PROCEDURE:

 

Itis the policy of the Company that all team members will adhere to strictethical standards and legal requirements, including prohibitions againstimproper transactions with respect to the operations of the Company.  Specifically, the following practices will befollowed:

 

1)Company funds or assets may not be used for any unlawful or improper purpose.

 

2)No team member may make or receive any Sensitive Payment.

 

3)No gift, favor or other thing of value, including temporary use of assets(e.g., automobiles, airplanes, apartments), will be given on behalf of theCompany, or received by any team member involving, customers, suppliers,government officials, political parties or candidates or others with whom theCompany does business, or any of their team members, unless it meets all of thefollowing criteria:

 

a.   It is not given or received as considerationfor, or in any way conditioned upon, any act, pattern of acts or agreement toact favorably to the donor or his employer.

 

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b.   It is not in the form of cash or cashequivalents, e.g., stocks or other forms of marketable securities.

 

c.   It is of sufficiently limited value (lessthan $150) and in a form that it will not be construed as a bribe or payoff.

 

d.   It is of a type consistent with generallyaccepted business practices and ethical standards in the country of residenceof the recipient.

 

e.   It’s public disclosure will not embarrassthe Company in any country which it does business.

 

Theforegoing does not apply to legitimate business expenses for ordinaryentertainment e.g., travel, meals, etc., to create a favorable general businessclimate and to promote the Company’s relationship with present and potentialcustomers and not as consideration for, nor in any way conditioned upon, anyact, pattern of acts or agreement to act favorably toward the Company.

 

Inaddition, the foregoing does not apply to a customary expediting payment incertain foreign countries so long as it meets all of the following criteria:

 

a.   The action sought to be facilitated isessentially of a ministerial or clerical nature (such as obtaining customsclearance, visas and work permits) to which the Company would be routinelyentitled.

 

b.   It is pursuant to established and wellrecognized practice in the country in which it is made.

 

c.   It is not excessive in amount (less than$150).

 

d.   It is properly recorded in the books andrecords of the Company.

 

Alllegitimate business expenses for ordinary entertainment and all acceptablecustomary expediting payments must be reported in writing to the ChiefFinancial Officer of J.B. Poindexter & Co., Inc. at least once ayear as part of the annual tax-reporting package.

 

4)Company assets will not be disposed of at less than fair market value.

 

5)Team members will not enter into business transactions on behalf of the Companyin which they or a member of their family have an interest of any type.

 

6)No undisclosed or unrecorded fund or asset of the Company may be established ormaintained for any purpose.

 

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7)No false, artificial or incomplete entry will be made in the books and recordsof the Company for any reason.

 

8)Reporting of expenditures for reimbursement must be true, complete and properlysupported.

 

9)There will be no intentional delay in recording any revenue or expense in thebooks and records of the Company or in forwarding all documents to theappropriate recipient.

 

10)All agreements of the Company, written or oral, with agents, salesrepresentatives and consultants must contain provisions, written or implicit,calculated to ensure compliance by such person with the above regulations.

 

Otherpolicies of the Company that are more restrictive than this policy will takeprecedence and be enforceable, but no policies, which are otherwiseinconsistent with this policy, may be issued or enforced.

 

Exceptionsto this policy may be made only upon the prior written approval of the ChiefExecutive Officer of J.B. Poindexter & Co., Inc.

 

Compliancewith this policy will be monitored by supervisors, outside and internal auditinvestigations and other means. Violators of this policy are subject to disciplinary action, includingdismissal.  Non-compliance with thispolicy may result in violations by the team member of federal and state laws.

 

ACKNOWLEDGMENT:

 

Acknowledgmentof this policy is a condition of employment, and the Company requires strictcompliance.  Team members having anyquestions concerning this policy should discuss them with their supervisors.Reporting is as follows:

 

Theattached “Certificate of Receipt and Acknowledgement regarding Ethics Policiesand Procedures of J.B. Poindexter & Co., Inc.” will be submittedannually, by all team members whose duties the include the supervision ofothers.  They in turn, will designatethose team members under their authority who will be required to submit suchreports.  All reports will be sent to theVice President of Administration of J.B. Poindexter & Co., Inc.

 

Allinformation thus disclosed will be treated on a confidential basis, except tothe extent necessary for the protection of the Company’s interest and theenforcement of company policy.

 

RESPONSIBILITY:

 

Allteam members are responsible for compliance with this policy.

 

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**WHISTLEBLOWER POLICY**

 

APPLICATION:

 

Thispolicy applies to all directors, officers, and employees (collectively andindividually referred to as “team members”) of J.B. Poindexter & Co., Inc.,its subsidiaries, divisions and affiliates (collectively referred to as theCompany).

 

POLICY/PURPOSESTATEMENT:

 

TheCode of Ethics and Conduct (the Code) of J.B. Poindexter & Co., Inc.and all of its subsidiaries and affiliates (JBPCO), requires directors,officers and employees to observe high standards of business and personalethics in the conduct of their duties and responsibilities.  As employees and representatives of theorganization, honesty and integrity must be practiced in fulfillingresponsibilities as well as compliance with all applicable laws and regulations.

 

Director indirect participation in any improper transaction is strictly prohibitedand will not be tolerated by the Company.

 

PROCEDURE:

 

*Reporting Responsibility:*

 

Itis the responsibility of all directors, officers and team members to complywith the Code to report violations or suspected violations in accordance withthis Whistleblowers Policy.

 

*No Retaliation:*

 

Nodirector, officer, or employee who in good faith reports a violation of theCode shall suffer harassment, retaliation or adverse employmentconsequence.  Any employee who retaliatesagainst someone who has reported a violation in good faith is subject todisciplinary action up to and including termination of employment.  This Whistleblower Policy is intended toencourage and enable team members and others to raise serious concerns withinJBPCO prior to seeking resolution outside the company.

 

*Reporting Violations:*

 

The Code addresses JBPCO’s open door policy andsuggests that team members share their questions, concerns, suggestions orcomplaints with someone who can address them properly.  In most cases, an employee’s supervisor is inthe best position to address an area of concern.  However, if you are not comfortable speakingwith your supervisor or you are not satisfied with your supervisor’s response,you are encouraged to speak with someone in the Human Resources Department oranyone in management whom you feel comfortable in approaching.  Supervisors and managers are required toreport suspected 

 

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violations of the Code of Conduct to JBPCO’sCompliance Officer who has specific and exclusive responsibility to investigateall reported violations.  Team membersmay also anonymously report matters online at the website www.reportit.net orby toll free telephone 1-877-RPT-LINE. All reports will be forwarded anonymously to JBPCO’s Compliance Officer.

 

Forsuspected fraud or when you are not comfortable with following JBPCO’s opendoor policy, individuals should contact JBPCO’s Compliance Officer directly.

 

*Compliance Officer:*

 

JBPCO’sCompliance Officer is Larry Wolfe, Vice President of Administration and can bereached by email at HR@jbpco.com.  TheCompliance Officer is responsible for investigating and resolving reportedcomplaints and allegations concerning violations of the Code and, at hisdiscretion, shall advise the President and CEO and/or the Chairperson of theAudit Committee of the Board of Directors (the “Audit Committee”).  The Compliance Officer has direct access tothe Audit Committee and is required to report to the Audit Committee at leastannually on compliance activity.

 

*Accounting and Auditing Matters:*

 

TheAudit Committee of the Board of Directors shall address all reported concernsor complaints regarding corporate accounting practices, internal controls orauditing.  The Compliance Officer isrequired to immediately notify the Chairperson of the Audit Committee of anysuch complaint and work with the Audit Committee until the matter is resolved.

 

*Acting in Good Faith:*

 

Anyonefiling a complaint concerning a violation or suspected violation of the Codemust be acting in good faith and have reasonable grounds for believing theinformation disclosed indicates a violation of the Code.  Any allegations that prove not to besubstantiated and which prove to have been made maliciously or knowingly to befalse will be viewed as a serious disciplinary offense.

 

*Confidentiality:*

 

Violationsor suspected violations may be submitted on a confidential basis by thecomplainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidentialto the extent possible, consistent with the need to conduct an adequateinvestigation.

 

*Handling of Reported Violations:*

 

TheCompliance Officer will notify the sender, if known, and acknowledge receipt ofthe reported violation or suspected violation promptly.  All reports will be immediately investigatedand appropriate corrective action will be taken if warranted by theinvestigation.

 

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ACKNOWLEDGMENT:

 

Acknowledgmentof this policy is a condition of employment, and the Company requires strictcompliance.  Team members having anyquestions concerning this policy should discuss them with their supervisors.Reporting is as follows:

 

Theattached “Certificate of Receipt and Acknowledgement regarding Ethics Policiesand Procedures of J.B. Poindexter & Co., Inc.” will be submittedannually, by all team members whose duties the include the supervision ofothers.  They in turn, will designatethose team members under their authority who will be required to submit suchreports.  All reports will be sent to theVice President of Administration of J.B. Poindexter & Co., Inc.

 

Allinformation thus disclosed will be treated on a confidential basis, except tothe extent necessary for the protection of the Company’s interest and theenforcement of company policy.

 

RESPONSIBILITY:

 

Allteam members are responsible for compliance with this policy.

 

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