Conflicts of Interest

« Back to US Handbook

It is the policy of Superior Industries and its officers and employees that all business relationships will be conducted on an above-reproach, legal, and ethical basis to stand the test of public scrutiny with full disclosure. It is expected that management personnel will, to the best of their knowledge and belief, conduct their business in conformity with the laws to which the Company is subject. Any questions regarding the laws to which the Company may be subject should be referred to Corporate Legal Counsel. Violation of the law is not to be condoned or encouraged. The Company will assume no responsibility for acts of employees who knowingly contravene the law.

Business and Accounting Practices

(1) The Company and its employees and agents shall comply with all applicable legal requirements and the highest ethical standards of the United States and any other country in which business is conducted.

(2) All books of account, records, and files shall be maintained in accordance with generally accepted accounting principles and business standards. There shall not be any false or misleading entries made in the books and records of the Company for any reason that, if otherwise disclosed, would be or appear to be a breach of proper ethical conduct.

(3) No undisclosed or unrecorded fund or asset of the Company shall be established for any purpose.

(4) No person shall make, either directly or indirectly, payments on behalf of the Company without adequate supporting documentation or with the intention or understanding that any part of such payment is to be used for any purpose other than that described by the documents supporting the payment.

(5) No person shall make a payment directly or indirectly, on behalf of the Company, to secure or promote sales of our products, obtain favored treatment from suppliers or any other benefit which is contrary to a normal business nature.

(6) The use of Company assets for any unlawful or improper purpose is strictly prohibited.

Payments to Government Officials and Personnel

(1) No funds or assets of the Company shall be paid, loaned, given, or otherwise transferred, directly or indirectly, to any federal, state, local, or foreign government official or employee or to any entity in which the official is known to have a material interest. An exception to this prohibition is a transaction for a legitimate business purpose with terms and conditions which are fair and reasonable under the circumstances.

(2) The foregoing prohibition applies to the use of corporate as well as personal funds or assets. It also applies to any indirect contributions or payments made in any form such as through consultants, advisors, suppliers, customers, or other third parties.

General

(1) Company assets, shall not be used for the furtherance of personal projects, businesses, or other outside activities except as specifically approved by senior management.

(2) Ownership of, investment in, or serving as an officer or an employee of a supplier or competitor, either directly or indirectly, other than nominal (less than 10 percent) ownership of the capital stock of a listed publicly held company is prohibited. In the case of any question, any direct or indirect participation is to be reported to the President and Chief Executive Officer for an appropriate determination as to the continued allowance of this participation.

(3) Solicitation or acceptance of gifts by employees, Company representatives, or their families from vendors, suppliers, or customers in the form of merchandise, or in any other form of more than nominal (generally $25 or less) value is absolutely forbidden. Furthermore, the Company and its officers and employees shall not offer or give gifts

of more than a nominal (generally $25 or less) value to suppliers or customers, their representatives their families. Normal casual lunches or dinners when conducted for legitimate business purposes are permissible.

(4) The officers and employees of the Company shall not accept from or provide to customers, suppliers, their employees, or families, lavish entertainment, expensive trips, or the use of high priced property or facilities which may tend to appear to create a conflict of interest. This prohibition does not include the acceptance from or providing to customers, suppliers, or their families entertainment, trips, or use of property or facilities which is considered a normal business or social relationship.

(5) Sales incentive programs involving the awarding of a prize(merchandise, vacations, etc.) shall be designed in such a manner that all participants stand a proportional chance of achieving a prize and the awarding of prizes shall be based upon the attainment of a recognized business objective which is stated in advance. All such programs must be approved by the President and Chief Executive Office and by Corporate Legal Counsel as to conformity with the law, before adoption.

(6) The Company will neither comply with, further, nor support either directly or indirectly, any international boycott not sanctioned by the United States Government.

(7) Any other matters not specifically enumerated above which would either actually cause or would tend to appear to be a breach of the above principles are further to be avoided. Any case which causes doubt should be reported to senior management for a determination and specific approval prior to entering into the transaction.

(8) Discovery of events of questionable or fraudulent or illegal nature which are in violation of Company policy should be reported to Corporate Legal Counsel. If such instances are identified with persons at high levels within the Company, the matter should be reported to the President and Chief Executive Officer.