While the Company and its shareholders expect honest
and ethical conduct in all aspects of its business from all employees,
the Company and its shareholders expect the highest possible standards
of honest and ethical conduct from you. You are setting an example
for other employees and are expected to foster a culture of transparency,
integrity and honesty. This Code is intended to supplement other
applicable policies and procedures, including the Company’s
Code of Business Conduct and Ethics. Compliance with this Code is
a condition of your employment and any violations will be dealt
with severely.
It
is imperative that you avoid any investment, interest, association
or other relationship that interferes, might interfere, or might
be thought to interfere, with your independent exercise of judgment
in the Company’s best interest.
Engaging in any conduct that represents a conflict
of interest is strictly forbidden unless a transaction that might
otherwise violate this policy has been approved in advance by the
Board of Directors or an appropriate committee of the Board of Directors,
as set forth in Section III below.
III. Related Party Transactions
You must report to Andrew R. Prusky of the Legal Department(i) any proposed agreement involving an aggregate
payment or consideration in excess of $5,000, whether or not in
writing, that you, any member of your family, any of your affiliates,
or any entity from which you, a member of your family or any of
your affiliates receives any payment, propose(s) to enter into with
the Company, whether directly or indirectly or (ii) any “related
party transaction,” as such term is defined in the Amended and Restated
Audit Committee Charter (each such agreement or transaction, a “Transaction”).
Your report must include all relevant terms of the Transaction.
A representative of the Legal Department shall then refer the Transaction
to the Board of Directors or the appropriate committee thereof.
You must obtain the approval of the Board of Directors
or the appropriate committee thereof in advance of entering into
the Transaction.
IV. Confidentiality
You should observe the confidentiality of information
that you acquire, relating to the Company and otherwise, in carrying
out your duties and responsibilities, except where disclosure is
approved by the Legal Department, the Board of Directors or an appropriate
committee thereof (such as, for example, when an appropriate confidentiality
agreement is obtained), or disclosure is legally mandated.
Confidential information includes, but is not limited to,
all non-public information that might be of use to competitors,
or harmful to the Company or its customers, if disclosed.
Of special sensitivity is non-public financial information,
which should under all circumstances be considered confidential,
except where its disclosure is approved as set forth above.
V. Insider Trading
You must observe the Securities Trading Policy with
respect to the purchase and sale of any the Company’s securities.
VI. Accurate Periodic
Reports
As you are aware, full, fair,
accurate, timely and understandable disclosure in the reports and
other documents that the Company files with, or submits to, the
SEC and in its other public communications is critical for the Company
to maintain its good reputation, to comply with its obligations
under the securities laws and to meet the expectations of its shareholders
and other members of the investment community.
You are to exercise the highest standard of care in preparing
such reports and documents and other public communications, in accordance
with the following guidelines:
- all
accounting records, and the reports produced from such records,
must be in accordance with all applicable laws;
- all accounting records must fairly and accurately
reflect the transactions or occurrences to which they relate;
- all accounting records must fairly and accurately
reflect in reasonable detail the Company’s assets, liabilities,
revenues and expenses;
- no accounting records should contain any false
or intentionally misleading entries;
- no transactions should be intentionally misclassified
as to accounts, departments or accounting periods;
- all transactions must be supported by accurate
documentation in reasonable detail and recorded in the proper
account and in the proper accounting period;
- no information should be concealed from the
internal auditors or the independent auditors; and
- compliance
with the Company’s system of internal controls is required.
VII. Compliance with Laws
You are expected to comply
with both the letter and spirit of all applicable laws and governmental
rules and regulations.
VIII. Waivers
A waiver of the Code of Ethics may be made only by
the Board of Directors or a committee of the Board of Directors
and will be promptly disclosed to shareholders to the extent required
under applicable law or the NASDAQ Marketplace Rules; provided however,
that actions by the Board of Directors or a committee of the Board
of Directors taking appropriate disciplinary measures (as set forth
in Article IX of the Code of Ethics) in response to a failure to
comply with the Code of Ethics shall not be deemed to be a waiver
of the Code of Ethics.
IX. Compliance with this Code
If you fail to comply with
this Code of Ethics or applicable laws, rules or regulations (including
without limitation all rules and regulations of the Securities and
Exchange Commission) you will be subject to disciplinary measures,
up to and including discharge from the Company.
Violations of this Code of Ethics may also constitute violations
of law and may result in civil or criminal penalties levied against
you, your supervisors and/or the Company.
The Board of Directors will determine, or designate
appropriate persons to determine, appropriate actions to be taken
in the event of a violation of this Code of Ethics.
In determining what action is appropriate in a particular
case, the Board of Directors or its designee will consider the nature
and severity of the violation, whether the violation was a single
occurrence or repeated occurrences, whether the violation was intentional
or inadvertent, whether the individual in question had been advised
prior 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.
You are expected to report all violations of this
Code of Ethics promptly to the Chairman of the Audit
Committee. If you have any
questions regarding your obligations under this Code of Ethics,
you should promptly contact a member of the Company’s Legal Department.
You may choose to remain anonymous in reporting any possible
violation of this Code of Ethics.
FOAMEX
INTERNATIONAL INC.
Compliance Affirmation for DIRECTORS,
Officers, senior management, and certain other employees
I. Affirmation
of Compliance
The undersigned certifies that he or she has received and
read the above Code of Ethics for Directors, Officers, Senior Management,
the Corporate Controller, the Assistant Corporate Controller, the
Manufacturing Controller, and the Director of Financial Reporting
of Foamex International Inc. (the “Company”) and agrees to abide
by the policies set forth therein.
II. Affirmation
of Legal and Ethical Business Conduct
By signing this form, the undersigned confirms that, to the
best of his or her knowledge and belief, each dealing or transaction
to which he or she has been party, directly or indirectly, on behalf
of the Company:
- was characterized by honesty and integrity;
- complies with applicable laws, rules and regulations;
- did not involve any unethical dealings, unbooked
fees, special favors, benefits or contributions to any private
party, government or government agency;
- did not involve any unlawful arrangements with
competitors;
- was recorded and properly described on the Company’s
books; and
- comports in all respect to the Code of Ethics.
If there are any exceptions,
please describe them on the reverse side.
III. Conflict
of Interest Questionnaire
Please answer “Yes” or “No”
to the following questions. If
the answer to any question is “Yes,” full details must be given
on the reverse side.
A. Have you or, to your knowledge, has any member of your immediate
family, at any time during the period since January 1, 2006:
- engaged, directly or indirectly, in any transaction
with the Company, or any subsidiary or division thereof, whether
involving the purchase or sale of products, the provisions of
services, any financing arrangement, or otherwise, or had any
other relationship with the Company or any subsidiary or division
thereof, other than in the normal capacity of officer or employee
of the Company;
Yes____ No____
- been an officer, director, partner or
employee of any corporation, partnership or other organization
which, to your knowledge, has engaged in any transaction described
in A.1. above with the Company;
Yes____
No____
- been
interested financially, directly or indirectly, in any organization
doing business with the Company (unless as a holder of less than
1% of the voting securities issued by a corporation whose securities
are publicly traded); and
Yes____
No____
- been a recipient, directly or indirectly,
of any payments or material gifts of any kind from or on behalf
of any organization doing business with the Company (unless by
way of dividend or interest payments made by a corporation whose
securities are publicly traded)?
Yes____
No____
B. Is any transaction contemplated, involving you or any member
of your immediate family, which, if consummated,
would be described in response to any of the preceding items?
Yes____
No____
C. Are you aware of any interest
or activity on your part, or on the part of any member of your immediate
family, which is in conflict with the best interests of the Company?
Yes____
No____
_________________________________
(Please sign)
_________________________________
Title
Dated
____________________________
