REVISED CODE OF ETHICS
Published on
Exhibt 14.1
DORMAN PRODUCTS, INC.
CODE OF ETHICS
FOR SENIOR FINANCIAL OFFICERS
I. Introduction
This Code of Ethics for Senior Financial Officers (the "Code") applies
to Senior Financial Officers of Dorman Products, Inc. and its
subsidiaries (collectively, the "Company"). The term "Senior Financial
Officer", as used in this Code, means the Company's Chief Executive
Officer (i.e., the principal executive officer), Chief Financial
Officer (i.e., the principal financial officer), Principal Accounting
Officer, Controller and any other person performing similar functions.
While this Code provides general guidance for appropriate conduct and
avoidance of conflicts of interest, it does not supersede specific
policies that are set forth in other Company policy statements.
The purpose of this Code is to provide guidance to the Company's Senior
Financial Officers with regard to and to promote the following:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o * full, fair, accurate, timely and understandable disclosure in reports
and documents that the Company files with, or submits to, the
Securities and Exchange Commission (the "stocktickerSEC") and in
other public communications made by the Company;
o * compliance with applicable governmental laws, rules and regulations;
o * prompt internal reporting to an appropriate person or persons
identified in the Code of violations of the Code; and
o * accountability for adherence to the Code.
Each day, you are faced with making decisions that will affect the
Company's business. You are obligated to comply with the Code
guidelines and should avoid even the appearance of unethical or
unprofessional behavior. To that end, you should seek advice from the
Company's General Counsel when faced with a situation that may violate
or give the appearance of violating the Code, Company policies, laws,
rules or regulations.
II. Honest and Ethical Conduct
The Company expects and requires ethical behavior from Senior Financial
Officers. You are expected to act in the best interests of the Company.
Further, you must engage in and promote honest and ethical conduct,
including handling actual or apparent conflicts of interest in an
ethical manner, and act with honesty and integrity.
III. Conflicts of Interest
A conflict of interest exists when your personal interests interfere
with, or give the appearance of interfering with, the interests of the
Company. In the best interests of the Company, you must avoid actual or
apparent conflicts between your personal interests and those of the
Company, including gaining improper personal benefits as a result of
your position. In addition, you should not use corporate assets or
information for your personal gain. You should advise the General
Counsel's office of any potential or suspected conflict so that the
General Counsel's office can determine whether further approval from
the Audit Committee of the Board of Directors of the Company is
required. Conflicts of interest involving Senior Financial Officers are
prohibited except when approved by the Audit Committee of the Company's
Board of Directors.
IV. Accuracy of Reporting
As a publicly traded Company, the Company is required to comply with
federal and state laws and regulations with respect to accuracy in the
information it reports to the stocktickerSEC and communicates to the
public. The Company's financial statements are relied upon both
internally and externally by individuals making business or investment
decisions. Accuracy and candor is critical to the financial health of
the Company. As a result, Senior Financial Officers must act in good
faith, responsibly, with due care and diligence in preparing the
financial statements, reports and other documents filed or submitted to
the stocktickerSEC as well as other public communications made by the
Company (collectively, "stocktickerSEC Reports and Public Documents").
As a Senior Financial Officer, you must help ensure that stocktickerSEC
Reports and Public Documents fairly disclose the Company's assets,
liabilities and material transactions engaged in by the Company. You
are responsible for the stocktickerSEC Reports and Public Documents
meeting the following requirements:
* SEC Reports and Public Documents must, in reasonable
detail, accurately and fairly reflect the transactions
engaged in by the Company and acquisitions and disposition
of the Company's assets;
* SEC Reports and Public Documents must not contain
any untrue statement of material fact that would make
the statements in the stocktickerSEC Reports and
Public Documents misleading;
o * Financial reports must be prepared in accordance
with, or reconciled to, Generally Accepted Accounting
Principles and applicable stocktickerSEC rules,
including the stocktickerSEC accounting rules; and
* SEC Reports and Public Documents must contain full,
fair, accurate, timely and understandable disclosure.
If you become aware of inaccuracies contained in the SEC
Reports and Public Documents, or material omissions from the
SEC Reports and Public Documents, you are required to immediately
report such inaccuracies or omissions to the Chairman of the Company's
Audit Committee pursuant to the procedure outlined in Section VI.
Finally, you are required to respect the confidentiality of information
acquired in the course of the performance of your responsibilities.
V. Compliance with Laws, Rules and Regulations
The Company's continued and current success largely depends upon its
reputation for engaging in its business in an ethical and legal manner.
Therefore, Senior Financial Officers must comply with both the letter
and spirit of federal, state and local laws, rules and regulations
applicable to the Company's business.
VI. Responsibility for Reporting
The Company has established a reporting system that requires Senior
Financial Officers to report violations of any of the policies set
forth in this Code. These mandatory reporting obligations apply whether
or not the reporting person was personally involved in the alleged
violation of the policies set forth in this Code.
Upon observing or learning of any violation of the policies set forth
in this Code, Senior Financial Officers must report the same by writing
a letter describing the suspected violation with as much detail as
possible and sending the letter to the Chairman of the Audit Committee,
Confidential - Conduct of Business Affairs at: Dorman Products, Inc.,
P.O. Box 1800, 3400 East Walnut Street, Colmar, PA, 18915 or you may
file a report with Ethics Point at www.ethicspoint.com or
1-866-384-4277.
The Senior Financial Officer is required to sign the letter, unless
such complaint relates to questionable accounting or auditing matters
described below. The letter will be treated confidentially by the
Company unless disclosure is required or deemed advisable by the
Company in connection with any actual or potential governmental
investigation or unless advised by the Company's outside counsel that
disclosure would be in the interest of the Company. Anonymous letters
will not normally be investigated, unless the correspondence concerns
questionable accounting or auditing matters covered by the
Whistle-Blower Policy.
The Company will not investigate letters containing allegations of
unspecified wrongdoing without verifiable evidentiary support. The
report of an alleged violation of the Code must be factual, rather than
speculative or conclusory, and must contain the following specific
information to justify the commencement of an investigation: (i) the
alleged event, including the date and location of such event, or issue
that is the subject of the letter; (ii) the name of each person
involved; and (iii) any additional information, documentation or other
evidence available to support the reported violation.
Once the Company receives notice of a suspected violation of this Code
that complies with the foregoing requirements, the Company shall
promptly begin an investigation. Such investigation shall be supervised
by the Audit Committee. Once a violation is found to exist, the
individual that violated the Code shall be subject to disciplinary
action as described in Section stocktickerVII of the Code.
The system of receipt, retention, and treatment of complaints regarding
accounting, internal accounting controls or auditing matters that
ensures the confidential and anonymous submission of employees'
concerns regarding questionable accounting or auditing matters is
covered by the separate Whistle-Blower Policy adopted by the Company.
You can get a copy of such policy from the Company's General Counsel.
The Company will not condone any form of retribution upon any Senior
Financial Officer who uses the reporting system in good faith to report
suspected wrongdoers, unless the individual reporting the violation is
one of the violators. The Company will not tolerate any harassment or
intimidation of any Senior Financial Officer using the reporting
system. The Company will also exercise disciplinary action against any
Senior Financial Officer who is found to have intimidated or harassed a
person who has reported a suspected violation in good faith.
VII. Compliance; Administration
As a condition of employment and continued employment, each Senior
Financial Officer must accept the responsibility of complying with the
foregoing policies and acknowledge his or her receipt of the Code by
executing the Acknowledgement attached hereto.
Any Senior Financial Officer who knowingly and willfully violates any
of these policies is subject to disciplinary action including but not
limited to suspension or termination of employment, and such other
action, including legal action, as the Company believes to be
appropriate under the circumstances. The Audit Committee will make the
determination as to penalties applicable to Senior Financial Officers
for Code violations.
VIII. Amendments; Waiver
The Company reserves the right to amend, waive or alter the policies
set forth in the Code at any time. Any amendment to the Code, or waiver
or implicit waiver of any provision of the Code requires the approval
of a majority of the Company's non-management directors.
Unless the stocktickerSEC rules and regulations otherwise provide,
amendments to and waivers of any provision of the Code must be promptly
disclosed in accordance with stocktickerSEC regulations, including an
explanation of why the waiver or implicit waiver was granted. Unless
the stocktickerSEC rules and regulations otherwise provide, the term
"waiver" means the Company's approval of a material departure from a
provision of the Code; and the term "implicit waiver" means the
Company's failure to take action within a reasonable period of time
regarding a material departure from a provision of the Code that has
been made known to the Company's executive officer.
Adopted: August 1, 2006.
ACKNOWLEDGEMENT
I hereby acknowledge receipt of the Code of Ethics for Senior Financial
Officers (the "Code") of Dorman Products, Inc and its subsidiaries
(collectively, the "Company"). I have read the Code and understand and
acknowledge that I may be subject to disciplinary action including, but
not limited to suspension, termination of employment, or any other
action, including legal action, by the Company in the event of my
violation of the Code.
Date: ________________
-----------------------------------
Name
-----------------------------------
Signature
-----------------------------------
Title