form8-k.htm

0000941548-09-000082.txt : 20090717 0000941548-09-000082.hdr.sgml : 20090717 20090716182154 ACCESSION NUMBER: 0000941548-09-000082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090713 ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics FILED AS OF DATE: 20090717 DATE AS OF CHANGE: 20090716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMERON INTERNATIONAL CORP CENTRAL INDEX KEY: 0000941548 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760451843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13884 FILM NUMBER: 09948926 BUSINESS ADDRESS: STREET 1: 1333 WEST LOOP SOUTH STREET 2: STE 1700 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7135133322 MAIL ADDRESS: STREET 1: 1333 WEST LOOP SOUTH STREET 2: STE 1700 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: COOPER CAMERON CORP DATE OF NAME CHANGE: 19950315 8-K 1 form8-k.htm FORM 8-K - CODE OF ETHICS - REVISED form8-k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 14, 2009

Cameron International Corporation

______________________________________________

(Exact Name of Registrant as Specified in its Charter)

Delaware

___________________

(State or Other

Jurisdiction of

Incorporation)

1-13884

_________________

(Commission

File Number)

76-0451843

___________________

(I.R.S. Employer

Identification No.)

1333 West Loop South, Suite 1700, Houston, Texas ________________________________________	77027 _______________
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(713) 513-3300

Not Applicable

_______________________________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 5.05

Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On July 14, 2009, the Board of Directors of Cameron International Corporation (“Cameron”) approved a revision to the Code of Business Conduct and Ethics for Directors under the “Conflicts of Interest” section requiring pre-notification of a Cameron Director accepting a director or officer position or other affiliation with a for-profit entity.

The revised Code is attached as Exhibit 99.1 to this Current Report on Form 8-K and is posted on Cameron’s website at http://www.c-a-m.com/content/ethics/codeofethics.cfm.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
14.1	Code of Business Conduct and Ethics for Directors of Cameron International Corporation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 16, 2009

	CAMERON INTERNATIONAL CORPORATION
	By: /s/ William C. Lemmer
	William C. Lemmer
	Senior Vice President and General Counsel

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
14.1	Code of Business Conduct and Ethics for Directors of Cameron International Corporation

EX-14.1 2 exhibit14-1.htm CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS exhibit14-1.htm

EXHIBIT 14.1

CAMERON INTERNATIONAL CORPORATION

Code of Business Conduct and Ethics

For Directors

Introduction.

This Code of Ethics for Directors has been adopted by the Board of Directors of Cameron International Corporation to promote honest and ethical conduct and compliance with applicable laws, rules, regulations and standards. The Board recognizes that no code of conduct and ethics can replace the thoughtful behavior of an ethical Director. Such a code, however, can focus attention on areas of ethical risk, provide guidance to help recognize and deal with ethical issues, and help to foster a culture of honesty and accountability.

Any waiver of the Code may be made only by the Board of Directors or a Committee of the Board, and must be disclosed promptly to shareholders.

Principles and Practices.

In performing his or her duties, a Director of Cameron International Corporation should abide by the following principles:

Conflicts of Interest. Directors should conduct themselves in an honest and ethical manner and avoid any actual or apparent conflict of interest. A conflict of interest occurs when a Director’s private interest interferes in any way with the interests of the Company, and/or makes it difficult to perform his or her duty objectively and effectively.

Directors should inform the Chairman of the Nominating & Governance Committee and the Chief Executive Officer of the Company prior to accepting a director or officer position or other affiliation with a for-profit entity.

Corporate Opportunities. Directors should not (a) take for themselves personally opportunities that are discovered through the use of Company property, information or position; (b) use Company property, information, or position for personal gain; or (c) compete with the Company. Directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Confidentiality. Directors should maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed.

·	Fair Dealing. Directors should endeavor to deal fairly with the Company’s various constituents. No Director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.

·	Protection and Proper use of Company Assets. Directors should protect the Company’s assets and ensure their efficient use. All Company assets should be used for legitimate business purposes.

·	Compliance with Laws, Rules and Regulations (including Insider Trading Laws). Directors should proactively promote compliance with laws, rules and regulations, including insider trading laws. Insider trading is both unethical and illegal.

Encouraging the Reporting of any Illegal or Unethical Behavior. Directors should proactively promote ethical behavior. Directors should ensure that the Company encourages employees to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation. Directors should ensure that the Company has an effective means for employees to report violations of laws, rules, regulations or the Company’s Code of Ethics for Management Personnel, including Senior Financial Officers or its Standards of Conduct. Directors should ensure that the Company does not allow retaliation for reports made in good faith and that this is policy communicated to the employee.

·	Annual Certification. Directors will annually sign a confirmation that they have read and will comply with this Code.

Revised November 13, 2008

Revised July 14, 2009