Procedures & Policies

I. Policy Statement

The Company is committed to maintaining high ethical standards and to conducting its business in a manner consistent with its legal and moral obligations to its customers, suppliers, employees, shareholders and the public. The Code of Business Conduct and Ethics (the “Code”) has been approved and adopted by Senior Management and the Board of Directors and is set forth in Section H of the Company Policies and Procedures.

The Company has global operations that import and export. It is the Company's policy to observe and comply with all laws applicable to it and the conduct of its business wherever located. Generally, the laws that are more stringent are the ones to be observed. Where laws conflict, the Company will attempt to resolve such conflict following the guidance of the Compliance Committee and the Legal Department. Applicable U.S. law will be observed in those situations where conflict with U.S. law cannot be resolved.

II. Responsibility

The Compliance Committee is responsible for the administration of the Code of Business Conduct and Ethics.

It is the personal responsibility of each Company employee (which throughout the Code shall include officers and directors), to comply with applicable law and the Code of Business Conduct and Ethics. When failing to do so, an employee, is acting outside the scope of his or her employment. Senior financial officers (CEO’s, CFO’s, principal accounting officers, controllers or those performing similar functions) have the additional responsibility of full, fair, accurate, timely and understandable disclosure in reports and documents filed or submitted to the SEC and in other public communications by the Company. Any waiver of the Code of Business Conduct and Ethics for executive officers or directors of the Company may be made only by the Board of Directors or appropriate committee thereof and such waiver must be disclosed to the shareholders as required.

The Code of Business Conduct and Ethics sets forth specific Corporate Policies governing the conduct of the business of the Company in all worldwide locations the company is located or transacts business. These policies were developed and are intended to be applied in good faith with reasonable business judgment to enable the Company to achieve its operating and financial goals within the framework of the law.

III. Communication of Policies

To ensure the continued dissemination of communication of the Code of Business Conduct and Ethics, the Compliance Committee shall take, or cause to be taken, reasonable steps to communicate effectively the standards and procedures included in the Code of Business Conduct and Ethics to all employees, officers and directors of the Company, wherever located.

IV. Monitoring and Auditing

The Compliance Committee shall take reasonable steps to monitor and audit compliance with the Code of Business Conduct and Ethics and will verbally report following each of its meetings to the Board of Directors and at least once each year regarding its general effectiveness.  Monitoring will include verifying the successful completion of the Online Ethics Compliance Training (or class training) by all employees and obtaining of Certificates of Compliance from certain employees.

V. Reporting System

The Compliance Committee has established a reporting system that  allows violations of the Code of Business Conduct and Ethics to be reported or guidance to be sought from objective Company personnel with appropriate authority with respect to potential or actual criminal conduct or violations of the Code from all worldwide locations (including confidential, anonymous submissions by employees of concerns of questionable accounting, auditing or matters set out in this Code). The existence and nature of the reporting system is communicated to all employees worldwide. The Company also has an "open door" policy which encourages employees to discuss matters with their supervisors and higher levels of management. Employees should report violations of laws, rules, regulations or the Code of Business Conduct through one of the reporting systems or to the Legal Department. It shall be a violation of Corporate Policy to intimidate or impose any form of retribution on any employee who in good faith reports suspected violations (except that appropriate action may be taken against such employee if such individual is one of the wrongdoers).

VI. Investigation of Violations

If the Company receives information regarding an alleged violation of the Code of Business Conduct and Ethics, the person or persons authorized by the Compliance Committee to investigate alleged violations shall, as appropriate:

1) evaluate such information and provide guidance to the reporting employee if requested;
2) initiate an informal inquiry or formal investigation;
3) prepare a report of the results of such inquiry or investigation, including recommendations as to the disposition of such matter; and 4) make the results of such inquiry or investigation available to the Compliance Committee for action.

The Chairman of the Audit Committee will be promptly notified of any violations of the Code involving fraud, accounting, internal controls, auditing or finance, as well as any others commonly associated with such activities, including violations of policies on conflicts of interest, corporate opportunity, insider trading, FCPA and antitrust.  Prior to action being taken with regard to any such violation, guidance of the Chairman will be obtained.

The Company may disclose the results of investigations to law enforcement agencies in appropriate jurisdictions worldwide.

VII. Disciplinary Measures

The Company shall consistently enforce its Code of Business Conduct and Ethics through appropriate means of discipline.

The disciplinary measures, which may be invoked at the discretion of the Compliance Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution depending on the severity or the number of occurrences of violation of the policy.

Employees subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as (i) employees who fail to use reasonable care to detect a violation, (ii) employees who if requested to divulge information withhold material information regarding a violation, and (iii) supervisors who approve or condone the violations or attempt to retaliate against employees for reporting violations or violators.

Last updated 9 March 2011

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