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| Contact: |
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| Cynthia J. McNickle |
| Secretary |
| Axsys Technologies, Inc |
| (860) 257-0200 Telephone |
| (860) 594-5750 Facsimile |
| Email: invest@axsys.com |
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Axsys Technologies, Inc.
Code of Business Conduct
- SCOPE
This policy applies to all divisions and subsidiaries of Axsys Technologies, Inc.
- PURPOSE
The purpose of this policy is to ensure that all officers, directors and employees of our company adhere to legal
and proper ethical standards in their business relationships.
- POLICY
The management of Axsys has a responsibility to its stockholders, its employees and the public to ensure that it f
ollows proper standards in the conduct of its business.
To that end, Axsys has established this Code of Business Conduct to ensure that all of our officers, directors and
employees conform to the ethical and legal standards Axsys demands in order to preserve its integrity and reputation. This Code emphasizes Axsys' goal of attaining the highest ethical standards when resolving potential or actual conflicts of interest.
The following situations are by no means inclusive of all circumstances an employee may encounter during the course of his or her employment with Axsys. An employee who is unsure of how to proceed when faced with a particular situation should discuss the matter with Human Resources b
efore taking any action. Axsys recommends that employees
read this Code carefully because failure to adhere to it may result in disciplinary action, up to and including discharge from employment.
1) Compliance With Laws and Regulations
We strive to comply with all laws and regulations, domestic or foreign, that are applicable to Axsys. Even though
customs may vary from country to country and business ethics may vary in different business environments, honesty and integrity must characterize all of our business activities. We are not permitted to achieve results by violating laws or regulations or through other unethical dealings. In those instances in which laws and regulations may be ambiguous or difficult to interpret, we have ready access to legal advice and you are expected to seek such advice, as needed, in order to comply with this Code.
2) Conflicts of Interest
We believe that loyalty to our Company should never be affected by personal activities, interests or relationships
with outside persons or concerns. Situations that give
even the appearance of a conflict should be avoided. Any employee having or contemplating a personal interest tha
t is or might be in conflict with the interest of our Company is required to disclose the interest to his or her superior, the General Manager or the Manager of Human Resources. It is our policy that circumstances that pose a co
nflict of interest for our employees are prohibited unless a waiver is obtained.
Although it is impossible to anticipate every situation, the following examples are intended to illustrate the possible nature of such conflicts: ownership interest in concerns with which we do business, such as customers and suppliers (but generally excluding investments in securiti
es listed on recognized security exchanges); buying,
selling or leasing property from or to our Company or near locations known to be of interest to our Company; acceptance of payments, services or loans from, or rendering consulting services to, persons or concerns dealing or contemplating dealing with our Company; or activities or interests such as the above by members of the immediate family of an employee.
3) Investments
Axsys employees are prohibited from buying or selling the Company's stock based on material, nonpublic information
. In addition, we may not provide 'tips' to others who may trade in Axsys securities. Specific restrictions and guidelines are found in our Insider Trading Policy.
Investments in any of Axsys' customers, suppliers or competitors are prohibited unless the securities are publicly
traded and the investments are on the same terms, available to the general public and not based on any inside information. These prohibitions apply to all forms of investments and to all employees, directors, officers and agents of Axsys and their immediate families. In general, Axsys employees should not have any financial interest in a customer, supplier or competitor that could cause divided loyalty or even the appearance of divided loyalty.
4) Gifts and Favors
Employees may not give or receive any gifts or favors from any competitor, customer or supplier (other than a gift
of nominal value) without the prior consent of an office
r or General Manager. In no event shall an employee give or receive a gift in the form of cash, stocks, bonds, options or similar types of items. It is impermissible and may be unlawful to give, offer or promise anything of value for the purpose of influencing someone in connection
with any Company business or transaction. Similarly, it is impermissible and may be unlawful to solicit, demand or accept anything of value with the intent of being influenced or rewarded in connection with any company business or transaction. Therefore, no employee may give or receive any gift that could reasonably be viewed as being given or received to gain a business advantage. Employees are not precluded from incurring normal business related expenses for entertainment or from accepting personal mementos of nominal value.
We do not condone commercial or political bribery of any kind to gain business or for any other purpose thought to be beneficial to our Company. No funds are to be used directly or indirectly for that purpose.
In compliance with the United States Foreign Corrupt Practices Act, we do not give anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. We do not promise, offer or deliver to any foreign or domestic government employee or official any gift, favor, or other gratuity that would be illegal. Our Chief Financial Officer can provide guidance in this area.
The laws or customs of other countries in which we operate may be less clear than U.S. laws or customs. It is our policy to comply with those laws or customs; however, if a local law or custom seems to contradict the principles described in this Code, contact a General Manager or our Chief Financial Officer for guidance.
5) Outside Employment
No employee may serve as an employee, director or officer of any supplier or customer without the prior written approval of an officer or the General Manager. No director, officer or General Manager may serve as an employee, director or officer of any supplier without the prior written approval of the Chief Financial Officer. Any employee who does perform outside work has a special responsibility to avoid any conflict with Axsys' business interests. Outside work cannot be performed on Axsys time unless approved by the General Manager.
6) Family Relationships
If an employee wishes to do business on behalf of our Company with a member of his or her immediate family or other relative or with a company of which a relative is an officer, director, or principal, he or she must first disclose the relationship and obtain prior written approval from the Manager of Human Resources. (Other forms of self-dealing by employees are also prohibited by 'Conflicts of Interest' above.)
7) Confidential Information
Employees have an ethical duty not to disclose confidential information gleaned from business transactions and to
protect confidential relationships between Axsys and its customers, suppliers and shareholders. Business information that has not been made public (e.g., insider information) shall not be released to private individuals, organizations or governmental bodies unless demanded by legal process such as a subpoena or court order. Employees shall not use confidential information obtained in the course of their employment for the purpose of advancing any private interest or for other personal gains. Employees should refer any requests for information (reference checks, credit reporting, etc.) regarding present or former employees of Axsys to Human Resources for handling.
8) Independent Contractors and Agents
The services of any outside consultant, sales representative, attorney, accountant or other agent of Axsys may not be used for any purpose, which would be contrary to this Code, where the agent was an employee of our Company. Fees, commissions and expenses paid to agents are to be based upon action and proper services rendered and are to be of such nature as to qualify for income tax deductibility. Axsys will pay only those independent contractors and agents with whom it has a formal written agreement and from whom it has an invoice detailing the amount to be paid. An employee may make payments to an independent contractor or agent for only that amount which constitutes the proper remuneration for the services actually rendered in accordance with the independent contractor's or agent's agreement.
9) Corporate Property and Opportunities
Employees are forbidden from using, directly or indirectly, corporate funds and assets for any unlawful purpose or to accomplish any unlawful goal. Axsys also prohibits the establishment or maintenance of undisclosed or unrecorded funds and assets. We do not personally take opportunities that are discovered through the use of Company property, information or our position without the prior consent of our Board of Directors.
10) Political Contributions and Lobbying
Axsys does not make political contributions or otherwise support political candidates or parties, domestically or in other countries, regardless of whether lawful in any particular country or other jurisdiction. However, we believe that employees should be free to participate on their own time in political activities and to make voluntary contributions to political candidates and parties, and to this end our Company may, to the extent permitted by law, foster and support the collection and distribution of voluntary political contributions by political action committees or otherwise. No employee shall be rewarded or penalized, directly or indirectly, for his or her participation or non-participation in or in connection with any such voluntary contribution programs, nor shall any employees be reimbursed, directly or indirectly for any political contributions made by them.
11) Information About our Company
Axsys endeavors to comply with the SEC's Fair Disclosure Rule, which specifies how material, nonpublic information may be disclosed to the investing public. Therefore, there are established practices for the public release of information about Axsys and for deciding when and what releases are to be made. Specific details are outlined in Axsys' Insider Trading Policy and Delegation of Authority Policy. In business, personal or social conversations in which our Company may be discussed; officers, directors and employees are to limit their comments to information that is already publicly known. The confidentiality of non-public information about our Company is to be maintained at all times, including information about sales and earnings, competitive activities, technical and other proprietary developments, prospective business plans, new products, etc.
12) Proper Accounting
We believe in following the Generally Accepted Accounting Principles and maintaining appropriate internal controls at all times. The general and subsidiary ledgers, budget proposals, economic evaluation for projects, expense accounts, financial statements, etc. must accurately reflect the transaction or projection they record, be maintained in reasonable detail and conform both to applicable legal requirements and to our system of internal controls. All assets of Axsys, including bank accounts in which Company funds are deposited, must be recorded on a timely basis in the general ledger. The Company's funds may not be disbursed without appropriate authorization and supporting documentation. For additional guidance, please refer to Axsys' Delegation of Authority and Cash Disbursement Policies.
13) Public Reporting
As a public company, we file reports and other documents with the SEC and the stock exchanges on which our securities trade. We also issue press releases and make other public statements that include financial and other information about our business, financial condition and results of operations. We endeavor to make full, fair, accurate, timely and understandable disclosure in reports and documents we file with, or submit to, the SEC and in our press releases and public communications. We require cooperation and open communication with our internal and external auditors. It is illegal to take any action to fraudulently influence, coerce, manipulate or mislead any internal or external auditor engaged in the performance of an audit of our financial statements. All information provided to or requested by the independent auditors of Axsys is to be furnished completely and accurately. Any sensitive matters, which may impact our Company's reputation or internal controls, should be brought to the attention of senior management immediately. In addition to being wrong, concealment may be seen as a signal that our Company's practices and rules can be ignored. Senior management must be informed of such sensitive matters, even when it appears that less candor is desirable to protect our Company or management.
The laws and regulations applicable to filings made with the SEC, including those applicable to accounting matters, are complex. While the ultimate responsibility for the information included in these reports rests with senior management, numerous other employees participate in the preparation of these reports or provide information included in these reports. We maintain disclosure controls and procedures to ensure that the information included in the reports that we file or submit to the SEC is collected and communicated to senior management in order to permit timely disclosure of the required information.
If you are requested to provide, review or certify information in connection with our disclosure controls and procedures, you must provide the requested information or otherwise respond in a full, accurate and timely manner. Moreover, even in the absence of a specific request, you should report any information that you believe should be considered for disclosure in our reports to the SEC. If you have questions or are uncertain as to how our disclosure controls and procedures may apply in a specific circumstance, promptly contact your supervisor or a more senior manager. We want you to ask questions and seek advice. Additional information regarding how to report your questions or concerns (including on a confidential, anonymous basis) is included below in this Code under the heading "Reporting Illegal or Unethical Behavior."
14) Competition
We believe in fair and open competition. A competitive economy, the underlying goal of the federal and state antitrust laws, best serves our Company's interests in the United States. Customers who are competitors of one another are to receive proportionately equal treatment in regard to purchases of the same type products. We do not engage in unethical or illegal business practices such as stealing proprietary information, possessing trade secret information that was obtained without the owner's consent or inducing disclosure of this type of information by past or present employees of other companies.
15) Protection and Proper Use of Company Assets
Theft, carelessness and waste of Company assets have a negative impact on our profitability and should be avoided. Any suspected incident of fraud or theft should be immediately reported to a supervisor or, if appropriate, a more senior manager for investigation.
16) Waivers
Consistent with the Nasdaq rules, only our Board of Directors may waive a provision of this Code for our executive officers or directors, and any waiver should be appropriately disclosed in a report filed with the SEC within five days after the waiver. Any other employee seeking a waiver to any section of this Code must have it approved by the Chief Financial Officer.
17) Reporting Illegal or Unethical Behavior
In order to encourage reports of illegal or unethical behavior (including violations of this Code), we keep all reports confidential and do not allow retaliation for good faith reports of possible misconduct by others. It is also our duty to cooperate in internal investigations of alleged misconduct. We must all work to ensure prompt and consistent action against unethical or illegal behavior. Oftentimes a violation of this Code will be easy to recognize and should be promptly reported to a supervisor or, if appropriate, a more senior manager. However, in some situations it is difficult to know right from wrong. Since no one can anticipate every situation that will arise, it is important that we have a way to approach a new or sensitive question or concern. Here are some questions that can be asked:
What do I need to know?
In order to reach the right solutions, we must be as fully informed as possible.
What specifically am I being asked to do? Does it seem unethical or improper?
This will focus the inquiry on the specific action in question and the available alternatives. Use judgment and common sense. If something seems unethical or improper, it probably is.
What is my responsibility?
In most situations, there is shared responsibility. Should colleagues be informed? It may help to get others involved and discuss the issue.
Have I discussed the issue with a supervisor?
This is the basic guidance for all situations. In many cases, a supervisor will be more knowledgeable about the question and will appreciate being brought into the decision-making process. Remember that it is the supervisor's responsibility to help solve problems.
Should I seek help from Company management?
In the case where it may not be appropriate to discuss an issue with a supervisor or where you would not be comfortable approaching a supervisor with your question, discuss it with your human resources manager in your business unit. If for some reason you do not believe that your concerns have been appropriately addressed, you should seek advice from the Company's toll-free Ethics Line, (877) 297-9783. Alternatively, we have established procedures to permit confidential, anonymous submissions of concerns regarding alleged violations of this Code, including concerns with respect to questionable accounting or auditing matters. Please refer to your employee manual for more information as to how to submit a confidential, anonymous concern regarding an alleged violation of this Code.
18) Compliance
Axsys requires that all employees comply with this Code. To that end, each employee will be given a copy of this Code and be asked to sign the Employee Acknowledgment form (attached). The responsibility for compliance rests with each employee and division of our company. Violation of this Code may result in disciplinary action, varying from reprimand to dismissal.
The Corporate Manager of Human Resources, acting under direction from the Chief Financial Officer, is responsible for ensuring that this Code is periodically disseminated to all employees, that appropriate steps are taken to avoid or eliminate actual or doubtful cases of non-compliance, and that annual auditing for compliance is implemented.
- CONCLUSION
The Company's good name and reputation depend, to a very large extent, upon you taking personal responsibility for maintaining and adhering to the policies and guidelines set forth in this Code. Your business conduct on behalf of the Company must be guided by the policies and guidelines set forth in this Code.
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