Emcor Group Inc – ‘10-K’ for 12/31/03 – EX-14

On:  Thursday, 2/26/04, at 4:48pm ET   ·   For:  12/31/03   ·   Accession #:  930413-4-587   ·   File #:  1-08267

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         63    437K 
 2: EX-10.T2    Material Contract                                      1      7K 
 3: EX-11       Statement re: Computation of Earnings Per Share        1      5K 
 4: EX-14       Material Foreign Patent                                2±    10K 
 5: EX-21       Subsidiaries of the Registrant                         1      6K 
 6: EX-23.1     Consent of Experts or Counsel                          1      8K 
 7: EX-23.2     Consent of Experts or Counsel                          2±    11K 
 8: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 9: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
10: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)     1      7K 
11: EX-32.2     Certification per Sarbanes-Oxley Act (Section 906)     1      7K 

EX-14   —   Material Foreign Patent

EXHIBIT 14                                                                      

CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS

   To ensure the continuing  integrity of financial  reporting and transactions,
the Board of Directors  of EMCOR Group,  Inc.  (the  "Company")  has adopted the
following  Code of Ethics,  which  applies to the chief  executive  officer (the
"CEO") and the chief financial officer,  the principal  accounting officer,  the
treasurer  and corporate  controller  of the Company and other senior  financial
officers  performing  similar  functions who have been identified as such by the
CEO (collectively, "Senior Financial Officers").                                

   The  Company's  Code of Business  Conduct  and Ethics sets forth  fundamental
principles  and key  policies  and  procedures  that  govern the  conduct of all
Company  directors,  officers  and  employees,  including  the  CEO  and  Senior
Financial Officers. In addition,  the CEO and Senior Financial Officers are also
required to conduct their personal and professional  affairs in a manner that is
consistent with this Code of Ethics.                                            

The CEO and all Senior Financial Officers must:                           

   1. Engage in and promote  honest and ethical  conduct,  including the ethical
      handling of actual or apparent  conflicts of interest between personal and
professional relationships;                                         

   2. Take all reasonable  measures to protect the confidentiality of non-public
      information  about the  Company  and its  subsidiaries  and to prevent the
      unauthorized  disclosure of such information unless required by applicable
law, regulation or legal or regulatory process;                     

   3. Produce full,  fair,  accurate,  timely and  understandable  disclosure in
      reports and documents that the Company files with, or submits to, the U.S.
      Securities and Exchange Commission and in other public communications made
      by the Company and must bring to the  attention of the  Company's  General
      Counsel and the Audit  Committee  of the Board of Directors of the Company
      (the "Audit  Committee")  any material  information of which he or she may
      become  aware that  affects  the  disclosures  made by the  Company in its
public filings;                                                     

   4. Comply with  governmental  laws,  rules and regulations  applicable to the
Company and its businesses;                                         

   5. Promptly  bring to the  attention  of the  General  Counsel  and the Audit
      Committee any information he or she may have concerning (i) significant or
      material  deficiencies  or  weaknesses  in the design or  operation of the
      Company's  internal controls which could have a material adverse effect on
      the Company's ability to record,  process,  summarize and report financial
      data and (ii) any fraud, whether or not material,  involving any member of
      management or other  employee who has a significant  role in the Company's
financial reporting, disclosures or internal controls; and          

   6. Promptly  report  any  possible  violation  of this  Code of Ethics to the
General Counsel and the Audit Committee.                            

   The CEO and the Senior  Financial  Officers shall  facilitate the work of the
Company's  independent  public  auditors and shall not,  directly or indirectly,
take any action to  fraudulently  influence,  coerce,  manipulate or mislead the
Company's independent public auditors for the purpose of rendering the Company's
financial statements misleading.                                                

   The CEO and each  Senior  Financial  Officer  is  accountable  for his or her
adherence to this Code of Ethics.  The Board of Directors  shall  determine,  or
designate  appropriate  persons to determine,  appropriate action to be taken in
the event of any violation of this Code of Ethics. Such actions,  which shall be
reasonably  designed  to deter  wrongdoing  and to  provide  accountability  for
adherence to this Code of Ethics,  may include  disciplinary  action,  up to and
including termination of employment.                                            

   Any waiver of a provision  of this Code of Ethics,  which may only be granted
by the  Board of  Directors  of the  Company,  shall be  disclosed  promptly  as
required by law.                                                                

   If the CEO or any Senior  Financial  Officer has any questions  regarding the
best  course of conduct in a  particular  situation,  he or she should  promptly
contact the General Counsel of the Company at (203) 849-7831.                   

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  EMCOR Group, Inc.                 10-K       12/31/23  122:16M
 2/23/23  EMCOR Group, Inc.                 10-K       12/31/22  113:15M
 2/24/22  EMCOR Group, Inc.                 10-K       12/31/21  116:16M
 2/25/21  EMCOR Group, Inc.                 10-K       12/31/20  124:17M