Measurement Specialties, Inc.
(revised as of August 2008)
Introduction
Measurement Specialties, Inc. (the "Company") is committed to conducting all Company business with the utmost integrity and according to the highest ethical standards. In addition to complying with the letter of the laws where we do business, we must also comply with the spirit of these laws to avoid conduct that can even remotely suggest impropriety in business. This Code of Conduct outlines the Company's basic business conduct policies.
The Company's Code of Conduct applies to all directors, officers and employees of the Company. All persons covered by this Code are referred to as "Associates." Anyone who is aware of, or who suspects a violation of, this Code has the duty and obligation to report such violation or suspicion to management immediately. No individual will be retaliated against for making such a report.
Individuals who fail to disclose reportable matters, who fail to cooperate with an investigation of a possible violation, who knowingly make a false report, who directly or indirectly retaliate against an individual that reports a suspected violation, or who violate the Code themselves are subject to disciplinary action, up to and including termination, and legal action, when appropriate.
1. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All Associates must respect and obey the laws of the cities, states and countries in which we operate and the applicable rules and regulations of any exchange where the Company's securities are listed. Although not all Associates are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.
2. Conflicts of Interest
A "conflict of interest" exists when a person's private interest interferes in any way with the interests of the Company. A conflict situation can arise when an Associate takes actions or has interest that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when a Associate, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, Associates and their family members may create conflicts of interest.
It is almost always a conflict of interest for Associate to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management. Any Associate who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 15 of this Code.
3. Insider Trading
Associates who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who
might make an investment decision on the basis of this information is not only unethical but also illegal. All Associates are required to comply with the Company's Employee Stock Trading Policy. If you have any questions, please consult the Chief Financial Officer.
4. Corporate Opportunities
Associates are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No Associate may use corporate property, information, or position for improper personal gain, and no Associate may compete with the Company directly or indirectly. Associates owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
5. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each Associate should endeavor to respect the rights of, and deal fairly with, the Company's customers, suppliers, competitors and employees. NO Associate should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
6. Record-Keeping
All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the Company's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation.
7. Accuracy of SEC Reports and Other Communications
The Company is a public company and is required to report its financial results and a great deal of financial and other information about its business to the public and the Securities and Exchange Commission (the "SEC"). The Company is also subject to various securities laws and regulations. It is the Company's policy to promptly disclose accurate and complete information regarding its business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and cause legal liability. Associates should be on guard for, and must promptly report, evidence of improper financial reporting. Examples of suspicious activities that must be reported include:
• Financial results that seem inconsistent with the performance of underlying business transactions;
• Inaccurate records, such as overstated expense reports, or erroneous time sheets or invoices;
• Transactions that do not seem to have a good business purpose; and
• Requests to circumvent ordinary review and approval procedures.
The Company's senior financial officers and other Associates working in the accounting department have a special responsibility to ensure that all of our financial disclosures are full, fair, accurate, timely and understandable. Such Associates must understand and strictly comply with generally accepted accounting and financial reporting of transactions, estimates and forecasts. The SEC has adopted rules that prohibit officers or directors, and persons acting under their direction, from making any materially false, misleading, or incomplete statement to an accountant in connection with an audit or any filing with the SEC.
If you believe that the Company has engaged in any type of questionable accounting or auditing activity, you should report the allegations to the Chief Financial Officer.
8. Confidentiality
Associates must maintain the confidentiality of confidential information entrusted to them by the Company or it's customers, except when disclosure is authorized by the Chief Executive Officer of Board of required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.
9. Protection and Proper Use of Company Assets
All Associates should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use is permitted.
The obligation of Associates to protect the Company's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, design, databases, records, salary information and any unpublished financial data and reports. Unauthorized use of distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.
Associates may not use Company provided technology for any communications, incoming or outgoing, of an illegal, offensive, discriminatory, harassing, threatening or obscene nature. Solicitation of non-Company business or any us of the Company's systems or equipment (e.g. the internet or e-mail) for personal gain is prohibited.
Associates do not have, and should not expect to have, a right of privacy to what is contained in or passes through the Company's computers or systems, including e-mail, voice mail, telephone and Internet connections. The Company may access software, files, documents or communications stored on its property or in its systems, including personal computers, to assure proper use and to prevent security violations.
10. Government Business
All Associates engaged in doing business with a federal, state, provincial or local government, whether domestic or foreign, must comply with all laws, rules and regulations applicable to that relationship. It is also a violation of the law to make any false or misleading statement of claims or payment to the government.
11. Drug Free Workplace
It is the Company's policy to maintain an environment free of drug and alcohol abuse. The Company shall comply with all laws prohibiting or controlling the manufacture, sale, distribution, use and possession of drugs and alcohol. Reporting to work under the influence of illegal drugs or alcohol or the use, possession, manufacture, sale, or distribution of illegal drugs or alcohol on Company premises or elsewhere while on Company business is strictly prohibited.
12. Environment
The Company's policy is to comply with all applicable environmental and workplace safely laws. Toward this end, all Company Associates will at all times conduct business operations in a manner that is protective of the natural environment and human health and safety.
13. Waivers of the Code of Business Conduct and Ethics
Any waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or stock exchange regulation.
14. Reporting Violations of the Code
All Associates have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code by others should not be considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Company and its employees.
If you know of or suspect a violation of this Code, immediately report the conduct to the Chief Financial Officer, who will work directly with you to investigate your concern.
It is the Company's policy that any Associate who violates this Code will be subject to appropriate discipline including potential termination of employment, based upon the facts and circumstances of each particular situation. Any Associate who fails to report known or suspected violations by another Associate may also be subject to appropriate discipline. Furthermore, Associates who violate the law or this Code may expose themselves to substantial civil damages, criminal fines and prison terms.
All questions and reports of known or suspected violations of the law or this Code will be treated with sensitivity and discretion. The Company will protect your anonymity to the extent possible consistent with law and the Company's need to investigate your concern. The Company strictly prohibits retaliation against an Associate who, in good faith, seeks help or reports known or suspected violations. Anyone who seeks reprisal or retaliates against an Associate because the Associate, in good faith, sought help or filed a report will be subject to disciplinary action, including potential termination of employment.
15. Compliance Procedures
We must all work to ensure prompt and consistent action in response to violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
• Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
• Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
• Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
• Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor's responsibility to help solve problems.
• You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against Associates for good faith reports of ethical violations.
• Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.
Note: This code and the matters contained herein are neither a contract of employment nor a guarantee of continuing Company policy. We reserve the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, at any time.
ACKNOWLEDGEMENT
I have received my copy of the Measurement Specialties, Inc. Code of Conduct. I certify that I have read, become familiar with, understand, and will abide by the policies contained therein, including amendments and additions, as they might occur.
I understand that if I fail to disclose reportable matters, fail to cooperate with an investigation of a possible violation, knowingly make a false report, directly or indirectly retaliate against an individual that reports a violation, or violate the Code, I am subject to disciplinary action, up to and including termination, and legal action, when appropriate.
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