Code of Ethics
SGS INTERNATIONAL, INC. CODE OF ETHICS FOR SENIOR AND FINANCIAL MANAGEMENT

This SGS International, Inc. Code of Ethics for Senior and Financial Management (this “Code”) applies to the principal executive officer, principal financial officer, principal accounting officer and controller of SGS International, Inc. (the “Company”) or persons performing similar functions (“Covered Employees”).

Covered Employees agree to:

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. Avoid conflicts of interest and to disclose to the Company’s General Counsel a material transaction or relationship that reasonably could be expected to give rise to a conflict.

3. Take all reasonable measures to protect the confidentiality of non-public information about the Company and its subsidiaries and their customers obtained or created in connection with employee activities and to prevent the unauthorized disclosure of information unless required by applicable law or regulation.

4. Produce full, fair, accurate, timely and understandable disclosure in reports and documents that the Company or its subsidiaries file with, or submit to, the Securities and Exchange Commission and other regulators and in other public communications by the Company and its subsidiaries.

5. Comply with applicable governmental laws, rules and regulations, as well as the rules and regulations of self-regulatory organizations of which the Company or its subsidiaries is a member.

6. Promptly report any possible violation of this Code to the Company’s General Counsel.

Covered Employees are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead the Company’s or its subsidiaries’ independent public auditors for the purpose of rendering the financial statements of the Company and/or its subsidiaries misleading.

Covered Employees understand that they will be held accountable for their adherence to this Code. Failure to observe the terms of this Code may result in disciplinary action, up to and including termination of employment. Violations of this Code may also constitute violations of law and may result in civil and criminal penalties to the Covered Employee, his or her supervisor(s) and/or the Company.

If you have any questions regarding the best course of action in a particular situation, you should promptly contact the Company’s General Counsel. You may choose to remain anonymous by reporting any possible violation of this Code by sending a letter to the Company’s General Counsel. If you are uncomfortable contacting the Company’s General Counsel, and/or if you wish to express concerns relating to questionable accounting or related matters, you may report such concerns to the Chairman of the Audit Committee of the Company’s Board of Directors.

It is the Company’s policy to encourage the communication of bona fide concerns relating to the lawful and ethical conduct of business, including accounting, internal control and auditing matters. It is also the Company’s policy to protect those who communicate bona fide concerns from any retaliation or discrimination for such reporting, and no retribution or discrimination against any individual who communicates bona fide concerns will be permitted.

Current contact information for the General Counsel and the Chairman of the Audit Committee is set forth in Appendix 1 to this Code.


March 18, 2008

  APPENDIX 1

CURRENT CONTACT INFORMATION

General Counsel

Benjamin F. Harmon, IV
Vice President, General Counsel and Secretary
SGS International, Inc.
5301 Lewis Road
Sandston, VA 23150
Phone: (804) 672-4750
Fax: (866) 220-1085
Email: benjamin.harmon@sgsintl.com

Chairman of Audit Committee:

John P. Civantos
Court Square Capital Partners
Park Avenue Plaza
55 East 52nd Street, 34th Floor
New York, NY 10055
Phone: (212) 752-6047
Fax: (212) 752-6184
Email: jcivantos@courtsquare.com

 

Copyright © 2006