Code of Ethics - Grey Global Group Inc.
Grey Global Group Inc. and Consolidated Subsidiary Companies
Code of Ethics - Senior Officers
CODE OF ETHICS
FOR CHIEF EXECUTIVE AND DESIGNATED SENIOR FINANCIAL OFFICERS
Grey Global Group Inc. ("Grey" or the "Company") is committed to conducting its
business in accordance with applicable laws, rules and regulations, and the
highest standards of business ethics. This commitment includes providing
complete and accurate financial disclosure in compliance with applicable laws,
rules and regulations. This Code of Ethics, applicable to the Company's Chief
Executive Officer, Chief Financial Officer and Controller (who also serves as
the Chief Accounting Officer) (together, "Senior Officers"), sets forth specific
policies to guide the Senior Officers in the performance of their duties.
Each Senior Officer must comply with applicable laws, rules and regulations.
Each Senior Officer also has a responsibility to conduct himself/herself in an
honest and ethical manner. He/She has leadership responsibilities that include
creating a culture of ethical business conduct and commitment to compliance,
maintaining a work environment that encourages employees to raise concerns, and
promptly addressing employee compliance concerns.
Grey's Code of Business Conduct, which this Code of Ethics is intended to
supplement, sets forth the fundamental principles and key policies and
procedures that govern the conduct of Grey's officers and employees. Each Senior
Officer must comply with the requirements and standards set forth in the Code of
Business Conduct, as well as those set forth in this Code of Ethics, and other
applicable policies and procedures.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Each Senior Officer is required to comply with all applicable laws, rules and
regulations governing the conduct of Grey's business and to report any suspected
violations of applicable laws, rules and regulations to the General Counsel of
the Company or to the Chairman or other designated member of the Audit Committee
of the Board of Directors ("Audit Committee").
CONFLICTS OF INTEREST
A conflict of interest occurs when private interests interfere with the
interests of the Company. The appearance of a conflict of interest occurs when
private interests may be reasonably perceived to interfere with the interests of
the Company. Each Senior Officer's obligation to conduct the Company's business
in an honest and ethical manner includes the ethical handling of actual,
apparent or potential conflicts of interest between personal and business
relationships. Before a Senior Officer makes any investment, accepts any
position or benefits, participates in any transaction or business arrangement or
otherwise acts in a manner that may create or appear to create a conflict of
interest, he/she must make full disclosure of all facts and circumstances to and
obtain the prior written approval of the Chairman of the Audit Committee.
DISCLOSURES
As a public company, Grey is required to file various periodic and other reports
with the Securities and Exchange Commission ("SEC"). It is Company policy to
make full, fair, accurate, timely and understandable disclosure in compliance
with all applicable laws and regulations in all reports and documents that the
Company files with, or submits to, the SEC and in all other public
communications made by the Company. Each Senior Officer is required to promote
compliance with this policy, and to abide by all Company standards, policies and
procedures designed to promote compliance with this policy.
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Exhibit 14.01
Grey Global Group Inc. and Consolidated Subsidiary Companies
Code of Ethics - Senior Officers
COMPLIANCE WITH THE CODE
If there are questions about this Code of Ethics, guidance should be sought from
the General Counsel or the Chairman or other designated member of the Audit
Committee. Known of or suspected violations of this Code of Ethics, must be
immediately reported to a member of the Audit Committee. No one will be subject
to retaliation because of a good faith report of a suspected violation.
Violations of this Code of Ethics may result in disciplinary action, up to and
including termination of employment. The Audit Committee shall determine, or
shall designate appropriate persons to determine, appropriate action in response
to violations of this Code.
WAIVERS OF THE CODE
If a Senior Officer would like to seek a waiver of the Code of Ethics he/she
must make full disclosure of the particular circumstances to the Chairman or
other designated member of the Audit Committee. Waivers of the Code will only be
granted by the Board of Directors or the Audit Committee. Any waiver or
amendment of this Code of Ethics will be publicly disclosed as required under
applicable law and regulations.
NO RIGHTS CREATED
This Code is a statement of certain fundamental principles, policies and
procedures which govern the Company's Senior Officers in the conduct of Grey's
business. It is not intended to and does not create any rights in any employee,
or any other person or entity.
ACKNOWLEDGMENT FORM
I have received and read the Code of Ethics for Senior Officers, and I
understand its contents. I agree to comply fully with the standards contained in
the Code of Ethics and the Company's related policies and procedures. I
understand that I have an obligation to report any suspected violations of the
Code of Ethics to the Chairman or other designated member of the Audit Committee
or the General Counsel.
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Printed Name
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Signature
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Date
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