CORPORATE CODE OF CONDUCT AND ETHICS
OF
AMERICAN TECHNICAL CERAMICS CORP.
TABLE OF CONTENTS
Page
Proper Use of Company Property
Commitment to Company – Related
Activities
Confidential and Proprietary
Information
Compliance with Laws Generally
Unfair Competition and Compliance
with Antitrust Laws
Compliance with Copyright Laws
Compliance with Environmental Laws
Compliance with Health and Safety
Laws
Accurate and Complete Accounting
Business Entertainment and Gifts
Business Dealing Outside the United
States
Dealing with Government Officials
Duty to Report Violations;
Non-Retaliation Policy
CORPORATE CODE OF CONDUCT AND ETHICS
OF
AMERICAN TECHNICAL CERAMICS CORP.
It
is the policy of American Technical
Ceramics Corp. (the "Company") that each associate of the Company
observe the highest standards of ethical behavior in the performance of his or
her duties. It is the Company's
belief that this policy will be more effectively carried out in practice if
there is a clear expression and understanding of the types of conduct that
would violate the Company's ethical standards. Accordingly, this Corporate Code of
Conduct and Ethics (this “Code” or the “Code”) is being
distributed to each associate to advise him or her of the various ethical and
legal responsibilities that are imposed by federal, state, local and foreign
laws and by the Company's policies affecting the performance of his or her
duties. This Code also provides guidelines
and procedures which, if followed, will assist each associate in the
performance of his or her duties in an honest and ethical manner, and will help
to avoid situations that could give rise to possible violations of business
ethics and/or applicable law.
Each of us is responsible for conducting himself or herself in an ethical business manner and also to ensure that others do the same. If any one of us violates these standards, he or she can expect a disciplinary response, up to and including termination of any employment or other relationship with the Company, and possibly other legal action. If you become aware of any breach of this Code, you are obligated to report the breach to a member of the Compliance Committee, described in more detail below. By doing so, we ensure that the good faith efforts of all of us to comply with the Code are not undermined.
This Code is not intended to be all encompassing. Situations may arise that are not expressly covered by this Code or where the proper course of action is unclear. If such a situation arises, or if questions arise regarding the interpretation of policies contained in this Code, you should consult with a member of the Compliance Committee.
The Company also has adopted and may in the future adopt additional policies providing guidelines for the conduct of associates in specific areas of the Company's business. For example, several of the topics addressed in this Code are also addressed in the Company’s Employee Handbook, as it may be amended or supplemented from time to time. Such policies are intended to supplement and not to supersede the provisions of this Code.
This Code
is applicable to every associate, as defined below, of the Company. The term “associate” means
every full and part-time employee of the Company or its subsidiaries, all
members of the Company’s senior management, including the Company’s
Chief Executive Officer and Chief Financial Officer, and each member of the
Company’s Board of Directors, whether or not employed by the Company.
The
following questions and answers address the Company’s implementation of
this Code. The Company has
attempted to design procedures that ensure maximum confidentiality and, most
importantly, freedom from the fear of retaliation for complying with and
reporting violations under this Code.
Q: Who
is responsible for administering, updating and enforcing the Code?
A: The
Company’s Board of Directors shall appoint one or more Compliance
Officers who together shall constitute the Compliance Committee. The Compliance Committee is responsible
for administering, updating and enforcing the Code. Ultimately, the Board of Directors of
the Company must ensure that the Compliance Committee fulfills its
responsibilities.
The primary responsibilities of the Compliance Committee are
to:
The Compliance Committee will provide a summary of any matter considered under the Code to the Board of Directors (or a committee thereof designated for such purpose) at the next scheduled meeting thereof, or sooner if warranted by the severity of the matter. All proceedings and the identity of the person reporting will be kept as confidential as practicable under the circumstances.
Q: How can I contact a member
of the Compliance Committee?
A: The
names and phone numbers of each member of the Compliance Committee are listed
below. Any one of these individuals
can assist you in answering questions or reporting violations or suspected
violations under the Code.
|
Kathleen M.
Kelly, Vice
President – Administration |
(631) 622-4710 |
|
Andrew Perz, Vice President
- Controller |
(631) 622-4754 |
Q: Do I have a duty to report
violations under the Code?
A: Yes,
participation in the Code and its compliance program is mandatory. You must immediately report any
suspected or actual violation of the Code to a member of the Compliance
Committee. The Company will
endeavor to keep reports confidential to the fullest extent practicable under
the circumstances. Failure to
report suspected or actual violations is itself a violation of the Code and may
subject you to disciplinary action, up to and including termination of employment
or legal action.
Q: I’m
afraid of being fired for raising questions or reporting violations under the
Code. Will I be risking my job if I
do?
A: The Code contains a clear non-retaliation policy, meaning that if you in good faith report a violation of the Code by the Company, or its agents acting on behalf of the Company, to a member of the Compliance Committee, the Company will undertake to protect you from being fired, demoted, reprimanded or otherwise harmed for reporting the violation, even if the violation involves you, your supervisor or senior management of the Company. The Company will endeavor to keep confidential any report you make to a member of the Compliance Committee to the extent practicable under the circumstances.
In addition, if you report a
suspected violation under the Code which you reasonably believe constitutes a
violation of a federal statute by the Company, or its agents acting on behalf
of the Company, to a federal regulatory or law enforcement agency, you may not
be reprimanded, discharged, demoted, suspended, threatened, harassed or in any
manner discriminated against in the terms and conditions of your employment for
reporting the suspected violation, regardless of whether the suspected
violation involves you, your supervisor or senior management of the Company.
Q: How are suspected
violations investigated under the Code?
A: When a suspected violation is reported to a member of the
Compliance Committee, the Compliance Committee will gather information about
the allegation by interviewing the associate reporting the suspected violation,
the associate who is accused of the violation and/or any co-workers or
associates of the accused associate to determine if a factual basis for the
allegation exists. The reporting
associate’s immediate supervisor will not be involved in the
investigation if the reported violation involved that supervisor. The Company will endeavor to keep the
identity of the reporting associate confidential to the fullest extent
practicable under the circumstances.
If the report is not
substantiated, the reporting associate will be informed and at that time will
be asked for any additional information not previously communicated. If there is no additional information,
the Compliance Committee will close the matter as unsubstantiated.
If the allegation is
substantiated, the Compliance Committee will make a judgment as to the degree
of severity of the violation and the appropriate disciplinary response. In more severe cases, the Compliance
Committee will make a recommendation to the Board of Directors of the Company
for its approval. The Board’s
decision as to disciplinary and corrective action will be final. In the case of less severe violations,
the Compliance Committee may refer the violation to the Human Resources
Department for appropriate disciplinary action.
The
Compliance Committee shall provide a summary of any matter considered under the
Code to the Board of Directors (or a committee thereof designated for such
purpose) at its next scheduled meeting, or sooner if warranted by the severity
of the matter. The Company will
endeavor to keep all proceedings and the identity of the reporting person as
confidential as practicable under the circumstances.
Q: Do I have to participate
in any investigation under the Code?
A: Your full cooperation with any pending investigation under the
Code is a condition of your continued relationship with the Company. The refusal to cooperate fully with any
investigation is a violation of the Code and grounds for discipline, up to and
including termination.
Q: What are the consequences
of violating the Code?
A: As
explained above, associates who violate the Code may be subject to discipline,
up to and including termination.
Associates who violate the Code may simultaneously violate federal,
state, local or foreign laws, regulations or policies. Such associates may be subject to
prosecution, imprisonment and fines, and may be required to make reimbursement
to the Company, the government or any other person for losses resulting from
the violation. They also may be subject
to punitive or treble damages depending on the severity of the violation and
applicable law.
Q: What if I have questions
under the Code or want to obtain a waiver under any provision of the Code?
A: Any member
of the Compliance Committee can help answer questions you may have under the
Code. Particularly difficult
questions will be answered with input from the Compliance Committee as a
whole. In addition, the Code
provides information on how you may obtain a waiver from the Code. Waivers will be granted only in very
limited circumstances. You should
never pursue a course of action that is unclear under the Code without first
consulting a member of the Compliance Committee, and, if necessary, obtaining a
waiver from the Code.
Proper protection and use of Company assets, including proprietary information, is a fundamental responsibility of each associate. The use of the Company’s funds, services or assets for an illegal or improper purpose is strictly prohibited. Associates must comply with security programs to safeguard assets against unauthorized use or removal, as well as against loss by criminal act or breach of trust.
The removal from the Company’s facilities of the Company’s property is prohibited unless authorized. This applies to furnishings, equipment and supplies, as well as property created or obtained by the Company for its exclusive use, such as customer lists, files, personnel information, reference materials and reports, computer software, data processing programs and data bases. (See also the Section in this Code relating to Confidential and Proprietary Information.) Neither originals nor copies may be removed from the Company’s premises or used for purposes other than the Company’s business without prior written authorization.
The Company’s products and services are its property. Contributions made by any associate to their development and implementation are the Company’s property and remain the Company’s property even if the individual resigns or his or her employment or other association with the Company is otherwise terminated.
Each employee has an obligation to use productively the time for which he or she receives compensation from the Company. Work hours should be devoted to activities directly related to the Company’s business, except for non-business activities authorized by a member of the Compliance Committee.
Each employee’s work for the Company must be his or her primary focus. Outside employment, such as a second job, must be kept entirely separate from the employee’s work for the Company. No employee may use Company time or the Company’s name, influence, credit, assets, materials or facilities, or services from other employees, for outside work unless it is for Company authorized community service or volunteer work. No employee may accept any offer to serve as a director, partner or consultant or in any managerial position or other form of employment or affiliation with any company that does business with the Company without first notifying the Compliance Committee in writing of his or her intent to do so and receiving approval for such activities. No management or supervisory level employee can accept any outside employment, and no other employee can accept outside employment with a competitor of the Company, while employed by the Company.
An associate should avoid any conflict of interest or appearance of a conflict of interest. A conflict of interest exists if an associate has a personal financial interest or other relationship that is or could be adverse to, or conflict with, the best interests of the Company. A conflict may exist irrespective of the individual's intentions. Such situations may arise if the loyalty of any associate to the Company is placed in jeopardy by an activity that may produce an actual or potential benefit to that person from a source outside the Company. All actual and potential conflicts must be disclosed immediately to a member of the Compliance Committee. Failure to do so is a violation of this Code.
In
order to prevent conflicts or potential conflicts of interest, an associate's
involvement in the following activities are prohibited, unless approved in
advance by the Compliance Committee or, if the associate is an officer or
director of the Company (or if it is otherwise appropriate under the
circumstances), by the Board of Directors or stockholders of the Company in
accordance with applicable law:
1. No
associate or closely related family member shall have a significant financial
interest in, or obligation to, an actual or potential customer, competitor or
supplier of goods or services to, the Company.
2. No associate shall conduct business on the Company's behalf with a competitor or supplier of the Company if a closely related family member is a principal, officer or agent of such competitor or supplier.
3. No associate or closely related family member shall buy, sell or lease property from the Company or buy, sell or lease property in which the Company is or may be interested.
4. An associate should not perform services as an officer, director, employee, independent contractor, advisor or consultant for any actual or potential customer, competitor or supplier of the Company. Any other types of supplementary employment should be avoided if such outside employment could cause embarrassment to, jeopardize the interests of, or interfere with, the operations of the Company or adversely affect the individual's productivity or the productivity of fellow associates.
5. No associate may deprive the Company of a business opportunity, or divert a business opportunity to such associate's own benefit. If an associate becomes aware of an opportunity to acquire or profit from a business opportunity or investment in which the Company is or may consider participation or in which the Company may have an existing interest, the relevant facts should be disclosed to a member of the Compliance Committee and the opportunity first offered to the Company. An associate may only proceed to take advantage of such opportunity if the Company is unwilling or unable to take advantage of such opportunity and the Company does not object in writing to the associate's involvement in the business opportunity.
It is impossible to outline every situation that may give rise to a conflict of interest or an appearance of a conflict of interest. While the above examples are intended to provide associates with guidelines in order to assist them in avoiding conflicts, it is anticipated that other situations may occur which are not clear-cut violations of the conflicts of interest policy but are inconsistent with high standards of business ethics. If there is any doubt as to the application of this policy to a specific situation or transaction, the matter should be brought to the attention of any member of the Compliance Committee.
In addition, the Audit Committee of the Board of Directors will review and approve all related-party transactions, as required by the United States Securities and Exchange Commission (the “SEC”), the American Stock Exchange or any other regulatory body to which the Company is subject.
No
associate shall disclose to a third party or use for his or her own personal
benefit confidential information.
Confidential information includes, without limitation, information or
data known or acquired relating the Company's decisions, planning, business
strategy, competitive bids, existing or potential customers, competitors or suppliers,
financial results or operations, or any other information that is of a
confidential nature. This
prohibition also applies to the confidential information of the Company's
customers, suppliers and other parties with whom the Company does business. Associates should guard against the
careless or inadvertent disclosure of any confidential information to
customers, competitors, suppliers or persons engaged in any aspect of the
securities business.
Proprietary
information developed or acquired by the Company and its associates should not
be disclosed by an associate and should be protected against theft and
inadvertent loss. Proprietary
information includes, without limitation, information relating to trade
secrets, patents, research studies and results, manufacturing techniques and
marketing strategies. Improper
disclosure could destroy the value of such information to the Company and
substantially weaken the Company's competitive position and could subject the
Company to substantial liability to any third party licensor of such
information.
The
premature disclosure of information intended for public disclosure before the
actual disclosure of such information is authorized by management is also
prohibited. Such disclosure could
result in the violation of laws, rules and regulations, and Company policies,
regarding insider trading and subject the disclosing party to severe
penalties. (See the Section in this
Code relating to Insider Trading.)
This prohibition applies specificially (but not exclusively) to
inquiries about the Company that may be made by the financial press, investment
analysts or others in the financial community. It is important that all such
communications on behalf of the Company be through an appropriately designated
officer under carefully controlled circumstances. Unless you are expressly authorized to
the contrary, if you receive any inquiries of this nature, you should decline
comment and refer the inquirer to Kathleen Kelly or Andrew Perz. Please review the Company’s separate
Disclosure Policy, which governs all communication with people outside the
Company.
In order to best perform work assignments, associates must be free of the physical and psychological influences of drugs and alcohol. Reporting to work under the influence of any illegal drug or alcohol, having an illegal drug in one’s system, or using, possessing or selling illegal drugs while on Company time or business may result in immediate termination. The Company will employ pre-employment drug testing as a part of its business practices for enforcing a drug-free work environment. You should also refer to the Company’s Employee Handbook for additional information, policies and procedures with respect to this topic.
Each associate has the right to work in an environment free from harassment. The Company will not tolerate verbal, nonverbal or physical conduct by any associate or person associated with the Company’s business activities (including suppliers and customers) which harasses, disrupts or interferes with another’s work performance or creates an intimidating, offensive, abusive or hostile work environment. This includes any and all incidents of harassment or workplace violence. Workplace violence includes robbery and other commercial crimes, domestic and stalking cases, violence directed at the associate, terrorism and hate crimes committed by past or current associates and/or family members, customers, suppliers and other third parties. As part of the Company’s commitment to a safe workplace for its associates, the Company prohibits the possession of firearms, other weapons, explosive devices or other dangerous materials on Company premises or while conducting Company business. You should also refer to the Company’s Employee Handbook for additional information, policies and procedures with respect to this topic.
The
Company, through the actions of its associates, strives to conduct its business
and affairs in compliance with all applicable federal, state and local laws,
rules and regulations, as well as the laws, rules and regulations of any
foreign country in which the Company conducts business. All associates must take an active role
in being knowledgeable of and ensuring compliance with all such laws, rules and
regulations that pertain to the activities they perform on behalf of the
Company.
Although the free enterprise system is based upon competition, rules have been imposed stating what can and what cannot be done in a competitive environment. Federal and state antitrust laws are intended to preserve the free enterprise system by ensuring that competition is the primary regulator of the economy. Every corporate decision that involves customers, competitors and business planning with respect to output, sales and pricing raises antitrust issues. Compliance with the antitrust laws is in the public interest, in the interest of the business community at large, and in the Company’s interest. Failing to recognize antitrust risk is costly. Antitrust litigation can be very expensive and time-consuming. Moreover, violations of the antitrust laws can, among other things, subject the Company to the imposition of injunctions, treble damages, and heavy fines. Criminal penalties may also be imposed, and individual employees can receive heavy fines or even be imprisoned. For this reason, antitrust compliance should be taken seriously at all levels within the Company.
A primary
focus of antitrust laws is on dealings between competitors. In all interactions with actual or
potential competitors, all associates must follow these rules:
1. Never agree with a competitor or a group of competitors to charge the same prices or to use the same pricing methods, to allocate services, customers, private or governmental contracts or territories, to boycott or refuse to do business with a provider, vendor, payor or any other third party, or to refrain from the sale or marketing of, or limit the supply of, particular products or services.
2. Never discuss past, present or future prices, pricing policies, bundling, discounts or allowances, royalties, terms or conditions of sale, costs, choice of customers, territorial markets, production quotas, allocation of customers or territories, or bidding on a job with a competitor.
3. Be careful of your conduct. An “agreement” that violates the antitrust laws may be not only a written or oral agreement, but also a “gentlemen’s agreement” or a tacit understanding. Such an “agreement” need not be in writing. It can be inferred from conduct, discussions or communications of any sort with a representative of a competitor.
4. Make every output-related decision (pricing, volume, etc.) independently, in light of costs and market conditions and competitive prices.
5.
Carefully monitor trade association activity. These forums frequently create an
opportunity for competitors to engage in antitrust violations.
In addition, the following practices can lead to liability for “unfair competition” and should be avoided. They are violations of the Code.
Disparagement of Competitors. It is not illegal to point out
weaknesses in a competitor’s service, product or operation; however,
associates may not spread false rumors about competitors or make
misrepresentations about their businesses.
For example, an associate may not pass on anecdotal or unverified
stories about a competitor’s products or services as the absolute truth
(e.g., the statement that “our competitors’ products are of poor quality”).
Disrupting a Competitor’s Business. This includes bribing a
competitor’s employees, posing as prospective customers or using
deceptive practices such as enticing away employees in order to obtain secrets
or destroy a competitor’s organization. For example, it is not a valid form
of “market research” to
visit a competitor’s place of business posing as a customer.
Misrepresentations of Price and Product. Lies or misrepresentations about the
nature, quality or character of the Company’s services and products are
both illegal and contrary to Company policy. An associate may only describe the
Company’s services and products based on their documented specifications,
not based on anecdote or his or her belief that the Company’s
specifications are too conservative.
Finally, associates should immediately inform a member of the Compliance Committee if local, state or federal law enforcement officials request information from the Company concerning its operations.
The
Company respects the intellectual property rights of others, including their
copyrights. Violation of copyright
laws is a federal offense and carries with it severe sanctions, including fines
and, possibly, imprisonment. No
associate may duplicate, distribute or incorporate copyrighted works of others
into the Company’s works, whether electronically or by conventional
means, unless appropriate permissions are obtained from the owners of such
works.
The
Company is committed to conducting its business in compliance with all
applicable federal, state and local environmental laws, rules and regulations,
and the laws, rules and regulations of each foreign jurisdiction in which it
conducts business. Associates are
responsible for complying with these laws, rules and regulations (and the
policies and procedures adopted by the Company in order to facilitate such
compliance) as they pertain to the activities they perform on behalf of the
Company. Any violations or
potential violations of these laws, rules, regulations, policies or procedures
detected by any associate should be reported at once to the associate’s
immediate supervisor.
The Company is committed to the principles of equal employment opportunity and will comply with all laws, rules, regulations and policies relating to non-discrimination in all of our personnel actions. Such actions include hiring, layoffs, benefits, transfers, terminations, recruiting, compensation, corrective action, recalls and promotions. Opportunities will be extended to all associates without regard to race, color, religion, national origin, sex, sexual orientation, age, disability or veteran status. You should also refer to the Company’s Employee Handbook for additional information and policies with respect to this topic.
The Company strives to keep the workplace as free of risk to its associates as commercially possible and to comply with all applicable laws, rules and regulations relating to the health and safety of its associates. Each associate must follow all of the safety rules and procedures for his or her department and take action when necessary to protect themselves and their co-workers from harm. All workplace related accidents, no matter how small, should be reported at once to the immediate supervisor. The same applies to any unsafe conditions or practices that may be observed so that timely, corrective action may be taken to resolve those issues.
Under law, the Company is required to keep books, records and accounts that accurately and fairly reflect all transactions, dispositions of assets and other events that are the subject of specific regulatory record keeping requirements, including generally accepted accounting principles and other applicable rules, regulations and criteria for preparing financial statements and for preparing periodic reports filed with the SEC. All Company reports, accounting records, sales reports, expense accounts, invoices, purchase orders and other documents must accurately and clearly represent the relevant facts and the true nature of transactions. Reports and other documents should state all material facts of a transaction and not omit any information that would be relevant in interpreting such report or document. Under no circumstance may there be any unrecorded liability or fund of the Company, regardless of the purposes for which the liability or fund may have been intended, or any improper or inaccurate entry knowingly made on the books or records of the Company. No payment on behalf of the Company may be approved or made with the intention, understanding or awareness that any part of the payment is to be used for any purpose other than that described by the documentation supporting the payment. In addition, intentional accounting misclassifications (e.g., expense versus capital) and improper acceleration or deferral of expenses or revenues are unacceptable reporting practices that are expressly prohibited.
The Company has developed and maintains a system of internal controls to provide reasonable assurance that transactions are executed in accordance with management’s authorization, are properly recorded and posted, and are in compliance with regulatory requirements. The system of internal controls within the Company includes written policies and procedures, budgetary controls, supervisory review and monitoring, and various other checks and balances, and safeguards.
The Company has also developed and maintains a set of disclosure controls and procedures to ensure that all of the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Associates are expected to be familiar with, and to adhere strictly to, these internal controls and disclosure controls and procedures.
Responsibility
for compliance with these internal controls and disclosure controls and
procedures rests not solely with the Company’s accounting personnel, but
with all associates involved in approving transactions, supplying documentation
for transactions, and recording, processing, summarizing and reporting of
transactions and other information required by periodic reports filed with the
SEC. Because the integrity of
the Company’s external reports to stockholders and the SEC depends on the
integrity of the Company’s internal reports and record-keeping, all
associates must adhere to the highest standards of care with respect to
the Company’s internal records and reporting. The Company is committed to full, fair,
accurate, timely and understandable disclosure in the periodic reports it is
required to file with the SEC, and it expects each associate to work diligently
toward that goal.
Any
associate who believes the Company’s books and records are not in
accordance with these requirements should immediately report the matter to a member
of the Compliance Committee. The
Company has adopted explicit non-retaliation policies with respect to these
matters, as described below.
Numerous federal and state statutes require the proper retention of many categories of records and documents that are commonly maintained by companies. In consideration of those legal requirements and the Company’s business needs, all associates must maintain records in accordance with the Company’s Document Retention Policy, a copy of which has been distributed and is available from any member of the Compliance Committee.
In addition, any record, in paper or electronic format, relevant to a threatened, anticipated or actual internal or external inquiry, investigation, matter or lawsuit may not be discarded, concealed, falsified, altered or otherwise made unavailable once an associate has become aware of the existence of such threatened, anticipated or actual internal or external inquiry, investigation, matter or lawsuit. Associates must handle such records in accordance with the procedures outlined in the Company’s Document Retention Policy.
When in doubt regarding retention of any
record, an associate should not discard or alter the record in question and
should seek guidance from a member of the Compliance Committee. Associates should also direct all
questions regarding the Company’s Document Retention Policy and related
procedures to a member of the Compliance Committee.
Under law, the Company may not lend money to associates
except in limited circumstances. It
is a violation of the Code for any associate to advance Company funds to any
other associate or to himself or herself except for usual and customary
business advances for legitimate corporate purposes which are approved by a
supervisor. It is the
Company’s policy that any advance to an associate over $1,000 be
approved by the Compliance Committee.
Company credit cards are to be used only for authorized, legitimate
usual and customary business purposes.
An associate will be responsible for any unauthorized charges to a
Company credit card.
No
associate of the Company shall directly or indirectly offer, give, solicit or
accept any money, privilege, special benefit, gift or other item of value for
the purpose of obtaining, retaining or directing business, or bestowing or
receiving any kind of special or favored treatment. The Company will not permit or condone
the use or receipt of bribes, kickbacks or any other illegal or improper
payments or transfers in the transaction of its business. The use of any outside consultant,
attorney, accountant or agent in any manner or for any purpose that would be
contrary to this prohibition is not permitted.
Business
entertainment and gifts for customers, prospective customers and other persons
or entities who do business with the Company are permitted if approval of such
entertainment or gift is obtained in advance from a member of the Compliance
Committee, and provided the entertainment provided is not lavish or excessive
or the gift given is of nominal value.
Neither should exceed the bounds of good taste or customary business
standards in the community. Under
no circumstances shall a gift of cash or cash equivalents (i.e. gift
certificates) be given. Care should
be exercised to ensure that any business entertainment or gift cannot be
reasonably construed by the recipient as a bribe or improper inducement. It should be expected that any business
entertainment provided or gift given will become publicly known and, if either
is excessive or lavish, it may be wrongly construed by the recipient or
others. All funds expended for
business entertainment and gifts must be accurately documented and reflected in
the books and records of the Company.
No
associate or closely related family member shall accept any gifts or be the
recipient of any business entertainment from any person or entity soliciting
business from the Company, except for gifts of nominal value or entertainment,
meals and social invitations that are not lavish or excessive. Neither should exceed the bounds of good
taste or customary business standards in the community and should not obligate
the recipient.
Acceptance
of a gift or participation in business entertainment by an associate should be
done with the expectation that such acceptance will become publicly known and
may be construed as an attempt to influence decisions or matters affecting the
Company's operations. Cash and cash
equivalents (i.e. gift certificates) shall not be accepted by any associate.
The
international nature of the Company’s business may give rise to the
Company’s products or services being sought by persons or companies who
do business in areas of the world that are subject to boycotts by other nations
or that may be subject to sanctions or export controls by the
Any
time that goods or technology are exported from the
The
Foreign Corrupt Practices Act (the "FCPA") prohibits a
The
FCPA does not prohibit any "facilitating"
or "expediting" payment
made for the purpose of expediting or securing the performance of a routine
governmental action by a foreign official, political party or party
official. Therefore, facilitating
payments or property of a nominal value given or made to a foreign official or
party for the purpose of expediting or securing the performance of routine
governmental action may be permissible under some circumstances. It is the Company's policy, however,
that no such payments may be made unless prior approval has been obtained in
advance from a member of the Compliance Committee. Routine governmental actions are actions
which are ordinarily or commonly performed by a foreign official in
(a) obtaining permits, licenses or other official documents to qualify a
person to do business in a foreign country; (b) processing governmental papers
such as visas and work orders; (c) providing police protection, mail pick-up
and delivery, or scheduling inspections associated with contract performance or
inspections related to the transit of goods across country; (d) providing phone
service, water and power supply, loading or unloading cargo, or protecting
perishable products or commodities from deterioration; or (e) other
actions of similar nature. Routine
governmental action does not include any decision by a foreign official
whether, or on what terms, to award new business to or to continue business
with a particular party, or any action taken by a foreign official involved in
the decision making process to encourage a decision to award new business to,
or continue business with, a particular party.
As
federal, state and local laws may require associates of the Company to be in
contact with public officials, it is essential that any associate who has such
contact act in a manner that will uphold the Company's excellent reputation for
ethical behavior. Dealings with
government officials shall conform to the following standards:
1.
All associates who contact public officials must be
familiar with the applicable federal, state or local lobby laws and public
disclosure requirements, particularly those laws or regulations that pertain to
registrations or filings that must be made by the Company.
2.
No payment shall be made to, or for the benefit of,
any public official in order to induce or entice such official to enact, defeat
or violate any law or regulation for
the Company's benefit; to influence any official act; or to obtain any favorable
action by a governmental agency or official on behalf of the Company.
3. Gifts of greater than nominal value to, or lavish entertainment of, public officials are prohibited as such acts may be construed as attempts to influence
government
decisions in matters affecting the Company's operations. Any giving of gifts to, or entertaining
of, public officials shall be approved in advance by a member of the Compliance
Committee, shall be in accord with the customary business standards of the
community and should not give rise to any appearance of impropriety.
Except
as provided below, no corporate funds or services shall be paid or furnished to
any political party or any candidate for, or incumbent in, any public office
for political purposes.
The
Company may make a political contribution if it is (a) legal under all
applicable federal, state and local laws and regulations and the written
opinion of the Company's general counsel is obtained in advance that such
contribution is lawful; (b) approved by the Company's President and Board of
Directors; and (c) reported to the Board of Directors at the next meeting of
the Board subsequent to the making of such political contribution.
The
prohibitions and limitations on political contributions outlined above relate
only to the use of corporate funds and services and in no way are intended to
discourage associates from making personal contributions to candidates or
political parties of their choice.
The Company wholeheartedly endorses personal involvement in the
political process by all associates acting in their individual capacity,
including specifically voting in primary and general elections, working for
candidates for public office and making personal contributions to political parties
or to campaign funds. It is this
kind of personal interest and activity that will best assure the integrity of
the political process and the quality of our public institutions. Moreover, the Company affirms its right
and duty to participate in the political process by supporting non-partisan
registration and political education activities, expressing the Company's views
in legislative forums and communicating on public issues with associates,
stockholders and their families, customers, suppliers and the general public.
Because
the Company is a public company, transactions in the Company’s securities
are subject to the federal securities laws and the related rules and
regulations adopted by the SEC.
These laws, rules and regulations make it illegal for an individual to
buy or sell the Company’s securities while in the possession of
“inside information.”
The SEC takes insider trading very seriously and devotes significant resources
to uncovering the activity and to prosecuting offenders. Liability may extend not only to the
individuals who trade on “inside information,” but also to their
“tippers.” The Company
and “controlling persons” of the Company may also be liable for
violations by Company associates.
If
an associate has material non-public information relating to the Company,
neither that person nor any related person may buy or sell securities of the
Company or engage in any other action to take advantage of, or pass on to
others, that information. This
prohibition applies to information relating to any other company, including any
customers, competitors or suppliers of the Company, obtained by any such person
in the course of his or her employment with or service to the Company. Material non-public information is any
information that is not generally known to the public and which, if publicly
known, would likely affect the market price of a company’s securities or
a person’s decision to buy, hold or sell such securities. Common examples of information that will
frequently be regarded as material are:
projections of future sales, earnings or losses; news of a pending or
proposed merger, acquisition or tender offer; news of a significant sale of
assets or the disposition of a subsidiary; an important financing transaction;
changes in dividend policies, the declaration of a stock split or the offering
of additional securities; changes in management; significant new products or
discoveries; impending bankruptcy or financial liquidity problems; internal
financial information which departs from what the market would expect; and the
gain or loss of a substantial customer or supplier. This list is merely illustrative. Either positive or negative information
may be material.
The
restrictions on insider trading also apply to a person’s family members
and others living in his or her household.
Associates are responsible for the compliance of members of their
immediate family and personal household with these policies. SEC regulations now specifically provide
that any material non-public information about a Company communicated to a
spouse, parent, child or sibling is considered to have been communicated under
a duty of trust or confidence.
Accordingly, any trading in the Company’s securities by such
family members while they are aware of such information may violate insider
trading laws, rules and regulations.
Transactions
that may be necessary or justifiable for independent reasons (such as the need
to raise money for an emergency expenditure) are no exception. Even the appearance of an improper
transaction must be avoided to preserve the Company's reputation for adhering
to the highest standards of conduct.
Management
may from time to time require all Company personnel or selected associates with
access to material non-public information to refrain from trading during
specified periods when significant developments or announcements are
anticipated.
Any
short-term or speculative transactions involving the Company's stock are also
improper and inappropriate.
Associates should not generally trade in the Company’s securities
on a short-term basis (i.e. purchases and sales of the Company’s
securities within a period of six months) or engage in any purchases of
securities on margin, short sales or buying or selling of puts or calls with
respect to securities of the Company.
Any
associate who buys or sells securities of the Company should be aware that if
his or her securities transactions become the subject of scrutiny, it will be
viewed after-the-fact with the benefit of hindsight. As a result, before engaging in any
transaction, an individual should carefully consider how regulators and others
might view his or her transaction in hindsight.
Associates
must take extreme care not to disclose any material non-public information to
others. Inside information is often
inadvertently disclosed or overheard in casual, social conversations. The penalties for violating insider
trading laws, rules and regulations apply whether or not a person derives any
monetary benefit from another person’s actions.
Violations
of insider trader laws may result in substantial civil and criminal penalties
imposed on both the individual violator and the Company. Individuals who are convicted of trading
on inside information (or tipping such information to others) may receive (a) a
civil penalty of up to three times the profit gained or loss avoided; (b) a
criminal fine (no matter how small the profit) of up to $5 million; and (c) a
jail term of up to 25 years. If convicted,
a company (as well as possibly a supervisory person) that fails to take
appropriate steps to prevent illegal trading may receive (a) a civil penalty
equal to the greater of $1 million and three times the profit gained or loss
avoided as a result of the associate's violation; and (b) a criminal penalty of
up to $25 million. Company-imposed
sanctions, including dismissal for cause, could also result from failing to
comply with the Company's policy on insider trading.
Associates
of the Company who are officers or directors or who are designated by the
Company as “Senior Management” must also consult the
Company’s Policy on Trading in Company Securities by Officers, Directors
and Senior Management for additional information, policies and procedures
relating to purchases and sales of Company securities by such persons.
Any
associate of the Company having any information or knowledge regarding the
existence of any violation or suspected violation of the Code has a duty to
report the violation or suspected violation to a member of the Compliance
Committee. Failure to report suspected or actual violations is itself a
violation of the Code and may subject the associate to disciplinary action, up
to and including termination of employment or legal action. The Company will endeavor to keep
reports confidential to the fullest extent practicable under the
circumstances.
Any associate who, in good faith, reports a suspected violation of the Code by the Company or an associate or agent acting on behalf of the Company to a member of the Compliance Committee may not be fired, demoted, reprimanded or otherwise harmed for, or because of, the reporting of the suspected violation, regardless of whether the suspected violation involves the associate, the associate’s supervisor or senior management of the Company.
In addition, any associate who reports a suspected violation under the Code which the associate reasonably believes constitutes a violation of a federal statute by the Company or an associate or agent acting on behalf of the Company to a federal regulatory or law enforcement agency may not be reprimanded, discharged, demoted, suspended, threatened, harassed or in any manner discriminated against in the terms and conditions of the associate’s employment for, or because of, the reporting of the suspected violation, regardless of whether the suspected violation involves the associate, the associate’s supervisor or senior management of the Company.
All
associates of the Corporation will be required on an annual basis to certify
their compliance with the requirements of this Code.
Any
associate who shall be found to have violated this Code may be subject to
immediate disciplinary action, including reassignment, demotion or, when appropriate,
dismissal. Legal proceedings may
also be commenced by the Company against such individual to recover the amount
of any improper expenditures and any other losses that the Company or its
subsidiaries may have incurred as a result of a violation of this Code. Prosecution by federal, state or local
public officials of violators under applicable criminal statutes may also
result.
Anything
herein to the contrary notwithstanding, all questions regarding the
interpretation, scope and application of the policies set forth herein shall be
referred to any member of the Compliance Committee, who may consult with the
entire Compliance Committee and the Company's legal counsel for resolution.
If
any situation should arise where a course of action would likely result in a
violation of the Code but for which the associate thinks that a valid reason
for the course of action exists, the associate should contact a member of the
Compliance Committee to obtain a waiver prior to the time the action is
taken. No waivers will be granted
after the fact for actions already taken.
Except as noted below, the Compliance Committee will review all the
facts surrounding the proposed course of action and will determine whether a
waiver from any policy in the Code should be granted.
Waiver
Procedures for Executive Officers and Directors. Waiver requests by an executive
officer or member of the Board of Directors shall be referred by the Compliance
Committee, with its recommendation, to the Board of Directors or a committee
thereof for consideration. If
either (i) a majority of the independent directors on the Board of Directors,
or (ii) a committee comprised solely of independent directors agrees that the waiver
should be granted, it will be granted.
If required by applicable law, the Company will disclose the nature and
reasons for the waiver on a Form 8-K to be filed promptly with the SEC or
otherwise as required by the SEC or the American Stock Exchange. If the Board denies the request for a
waiver, the waiver will not be granted and the associate may not pursue the
intended course of action.
It
is the Company’s policy only to grant waivers from the Code in limited
and compelling circumstances.
CERTIFICATION
I, ___________________________________________________________________________,
certify that I have received the Corporate
Code of Conduct and Ethics (A.T.C. Document Number: 001-735 Revision:
C) of American Technical Ceramics Corp. I have read them, fully
understand them, and agree to abide by them.
2003:
____________________________ ______________
Signature Date
2004:
____________________________ ______________
Signature Date
2005:
____________________________ ______________
Signature Date
2006:
____________________________ ______________
Signature Date