Attached files
Exhibit
14
KAMAN
CODE
OF
BUSINESS
CONDUCT
(As amended October 13, 2009) |
TABLE OF
CONTENTS
STATEMENT
OF CHIEF EXECUTIVE OFFICER
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1
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PURPOSE
OF THE CODE
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2
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General
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2
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Applicability
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2
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Company
Personnel
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2
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Consultants
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2
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Reservation of
Rights
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3
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IMPLEMENTATION
OF THE CODE
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3
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Company Compliance
Officers
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3
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Reporting of
Violations
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4
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The Audit
Committee
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5
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Disciplinary
Actions
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5
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Waivers of the
Code
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6
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Questions Regarding the
Code
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6
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COMPLIANCE
WITH APPLICABLE LAWS
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6
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In General
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6
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False Statements and Schemes to
Defraud
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7
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Accounting and
Record-Keeping
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7
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Conduct of
Audits
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7
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Cooperation with Investigations
and Law Enforcement
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8
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Environmental
Compliance
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8
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Competition and Antitrust
Laws
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8
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Labor and Employment
Laws
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9
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Equal Employment
Opportunity
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9
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Americans with
Disabilities
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9
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Sexual and Other
Harassment
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9
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Safety and
Health
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10
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Substance and Alcohol
Abuse
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10
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Government
Contracts
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10
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Improper
Payments
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11
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Export and Trade
Compliance
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11
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Political
Contributions
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12
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Securities
Laws
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12
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Public
Disclosures
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13
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Protection of Company
Assets
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13
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Protection of Company
Information
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13
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Information
Systems
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14
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Document
Retention
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14
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Privacy and Data Protection
Laws
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15
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Communications with the Media and
the Public
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16
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Lobbying
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16
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Copyrighted Material/Computer
Software
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16
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CONFLICTS
OF INTEREST
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17
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In
General
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17
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Duty to Report
Conflicts of Interest; Procedures
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18
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FACT
SHEET
CERTIFICATION
STATEMENT
STATEMENT OF CHIEF EXECUTIVE
OFFICER
Our Company’s business ethics
philosophy is that all business and financial operations are to be conducted by
the Company’s officers, directors and employees in a manner that is ethically
appropriate and complies with all applicable laws, rules and
regulations. The Company’s reputation for sound business ethics has
been built over more than half a century. During this time the
Company’s policy has been based on a strong commitment to comply with all
applicable legal requirements in its business dealings. The
responsibility for continued compliance with the Company’s policies and ethical
standards rests with each and every officer, director and employee.
This Code describes the Company’s
standards of business and financial reporting conduct, however, it cannot cover
every possible subject or situation and should not be treated as providing
answers to all questions. The standards discussed in this Code are
intended to reinforce the importance to the Company of ethical business
practices and the Company’s requirement that each officer, director and employee
use good ethical judgment in the conduct of Company business. Please
read it carefully and become familiar with these standards. Through
strict adherence to this Code our Company preserves consistency in its
decision-making processes and its long-standing reputation for
integrity.
Neal J.
Keating
Chairman, President
and Chief Executive
Officer
Kaman
Corporation
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Page
1
PURPOSE OF THE
CODE
General
The purpose of the Kaman Code of
Business Conduct (the "Code") is to provide a statement of the policies and
procedures of Kaman Corporation, and its subsidiaries (collectively the
"Company") for conducting its business activities in a legally and ethically
appropriate manner. These policies and procedures are intended to be applied
with reasonable business judgment to enable the Company to achieve its operating
and financial goals within the framework of the law.
The fundamental principle of the Code
is that all business is to be conducted by the Company and its directors,
officers, and employees in a manner which complies with all applicable laws,
rules and regulations and comports with the Company's ethical
standards.
It is the policy of the Company to
prevent the occurrence of unlawful or unethical behavior and to halt any such
behavior that may occur as soon as reasonably possible after its
discovery. Every director, officer and employee should recognize that
failure to comply with the standards contained in the Code can have severe
consequences for both the individuals involved and the Company, including
criminal prosecution under certain circumstances.
Applicability
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•
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Company
Personnel. This Code applies to all of the officers,
directors and employees of the Company (collectively “Company Personnel”
and individually a “Member of Company Personnel”) and all such Company
Personnel are required to acknowledge this by signing the Certification
Statement appearing at the end of this Code. In business
affiliations over which the Company does not have control, representatives
of the Company shall use their influence to seek to achieve adherence to
the spirit and content of the Code.
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•
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Consultants. Where
the Company retains outside consultants or agents to assist with its
business operations, such consultants or agents, and their officers and
employees, will be expected to comply with the provisions of this Code
with respect to their work conducted on behalf of the Company, and the use
of Company standard Consulting Agreements referencing this Code should be
used in retaining such consultants.
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The standards of conduct discussed in
this Code are the responsibility of every Member of Company Personnel regardless
of position. The Company is responsible for ensuring awareness of
these standards through effective employee communications, and for providing a
working environment supportive of the responsibilities of each Member of Company
Personnel. Every manager and supervisor should encourage frank and
open discussions regarding the importance of adhering to Company standards of
conduct.
Page
2
Reservation of
Rights
The Company’s Code is not intended to
confer any special rights or privileges upon specific individuals, provide
greater or lesser rights under applicable law or entitle any person to remain
employed by the Company. The guidelines and procedures set forth
herein should not be interpreted as altering the at-will employment relationship
between the Company and its employees and do not constitute an employment
contract. This Code is not a contract, and the Company reserves the
right to change, modify, suspend, interpret or eliminate any provision in this
Code at any time, with or without notice.
IMPLEMENTATION OF THE
CODE
Company Compliance
Officers
In order to implement this Code,
senior and management level personnel have been designated as Company Compliance
Officers throughout the Company.
The Company Compliance Officers'
responsibilities include:
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Ensuring
that the Code is distributed and that recipients acknowledge their
understanding and compliance with it as a condition of
employment.
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•
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Ensuring
that training programs on the Code are
conducted.
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•
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Ensuring
that the Company's operations are reasonably monitored for compliance with
the Code.
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Ensuring
that instances of possible Code violations are properly investigated and,
where violations are confirmed, that necessary remedial actions are taken
to prevent their recurrence.
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Reporting
to the Chief Compliance Officer (located in the Company’s Corporate Legal
Department) and Internal Audit Department on all matters involving
compliance with the Code.
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The designation of Company Compliance
Officers within the Company in no way diminishes every supervisor's
responsibility to take reasonable steps to assure that those employees for whom
he or she has responsibility comply with the Code. For a list of
Company Compliance Officers at your subsidiary, please call your Human Resources
Representative.
Page
3
Translations of this Code in
languages other than English will be made available upon request for non-English
speaking employees, however the English language version of the Code will be the
governing version.
Reporting of
Violations
Any Member of Company Personnel who
believes a violation of the Code has occurred, or may occur, should
report that to his/her supervisor for appropriate corrective action as may be
required. As appropriate, the supervisor will involve the Company
Compliance Officer and/or the Company’s Corporate Legal Department and the
Company’s Internal Audit Department. In the alternative, or if the
matter is not resolved promptly, any Member of Company Personnel may report such
violation or suspected violation immediately as follows:
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•
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on
the Company’s 800 “hotline” (1-866-450-3663 (nationwide) and 860-243-7900
(local within Connecticut)), or
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•
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to
your Company Compliance Officer using the Fact Sheet attached at the end
of this Code, or
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•
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to
the Company’s Corporate Legal Department or the Company’s Internal Audit
Department
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When there is a doubt as to the
lawfulness of any past or proposed activity, or whether a Code violation may
have occurred, Company Personnel are encouraged first to direct their concerns
to their supervisor, their Company Compliance Officer or the Corporate Legal
Department before involving an outside entity. By doing this, the Company will
have the opportunity to investigate and, if necessary, correct the situation
without having to involve a governmental or other outside organization in cases
where it may be unnecessary to do so.
All reported violations of the Code
will be treated confidentially to the extent reasonable and possible under the
circumstances and it will be the Company Compliance Officer's responsibility to
coordinate investigation of suspected Code violations in coordination with the
Corporate Legal Department and Internal Audit Department. It is
important that Company Personnel do not conduct their own preliminary
investigations, since that could adversely affect the Company's ability to make
a clear determination of the facts.
Company Compliance Officers will keep
all persons who submit Fact Sheets informed of the status of an investigation,
to the extent deemed appropriate. Reporting persons who wish to follow-up on the
result of an investigation should feel free to contact their Company Compliance
Officer or the Corporate Legal Department.
Page
4
The Audit
Committee
The Audit Committee of Kaman
Corporation’s Board of Directors monitors the Company’s compliance program and
the reporting of compliance concerns or alleged violations of the
Code. This includes the monitoring of confidential or anonymous
submissions of concerns regarding questionable accounting, internal controls or
auditing matters through periodic management reports. If any Company
Personnel wishes to raise a question or concern or report a possible violation
of such matters to the Audit Committee, such matters may be submitted in the
manner described above in the section entitled “Reporting of
Violations”. Upon verification, your concern will be promptly
communicated to the Audit Committee of the Board.
Disciplinary
Actions
It is important that the Company and
all Company Personnel conduct themselves to the best of their ability in
accordance with the Company's standards of business ethics and conduct as set
forth in this Code. The following actions by any Company Personnel will result
in disciplinary measures being taken by the Company:
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Violation of the Code. | |
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Knowingly
authorizing or participating in actions which are in violation of the
Code.
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Failing
to report a violation of the Code or withholding relevant and material
information concerning such a violation of which any Member of Company
Personnel becomes aware.
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Retaliating,
directly or indirectly, or encouraging others to do so, against an
individual who reports a violation of the
Code.
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Intentionally
reporting false information.
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Disciplinary action may include any
one or more of the following, not necessarily in the order shown:
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A
warning.
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A
written reprimand (to be noted in individual's personnel
record).
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Probation.
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Temporary
suspension.
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Page
5
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Discharge.
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Required
reimbursement of losses or damages.
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Referral
for criminal prosecution or civil
action.
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Disciplinary action will be taken
against:
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Company
Personnel who willfully violate the standards described in this
Code.
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Any
Member of Company Personnel who deliberately withholds relevant
information concerning a violation of this
Code.
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Any
manager or supervisor of a violator, to the extent that the circumstances
of the violation occurred with the knowledge or acquiescence of the
supervisor.
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Any
supervisor or Company Personnel who retaliates (or encourages others to do
so) against any person who reports a violation of the
Code.
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Waivers of the
Code
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Waivers
of this Code are not expected, except under very limited circumstances where it
is determined that a waiver is in the Company’s best interests and no violations
of legal requirements or the Company’s ethical standards are involved. Any
waiver of this Code for executive officers or directors will be made only by the
Board of Directors and will be promptly disclosed in accordance with legal or
stock exchange requirements.
Questions Regarding the
Code
The
Company is committed to provide timely and specific guidance concerning
interpretation of the Code or guidance with respect to any ethical question
which Company Personnel may encounter. As further discussed below, all Company
Personnel are encouraged to seek advice from their Company Compliance Officer
and/or the Corporate Legal Department on these matters.
COMPLIANCE WITH APPLICABLE
LAWS AND POLICIES
In
General
The activities of the Company,
and all Company Personnel should always be in full compliance with applicable
laws, rules and regulations. In the case of non-employee consultants or agents,
it is the responsibility of the Company Compliance Officer to make sure that
such persons are aware of the Code and agree to conduct themselves in accordance
with its provisions. Described below are certain laws and regulations
particularly important to the Company's business.
Page
6
False Statements and Schemes
to Defraud
In the
day to day affairs of the Company it may be customary for Company Personnel to
sign a multitude of documents, some of which require sworn
statements. It is a violation of Company policy, and a criminal
offense punishable by fines and imprisonment, for employees to knowingly make
false statements under oath regarding matters within the jurisdiction of the
federal government or a state government. In addition, conduct in
which any Member of Company Personnel engages in any scheme or artifice to
defraud anyone, or cause the mail or wire services to be used in furtherance of
such conduct, is in violation of this Code and the law, and can result in severe
legal penalties. Any questions regarding these matters should be
directed to the Corporate Legal Department.
Accounting and
Record-Keeping
The law requires that the Company
properly keep books, records and accounts which reflect accurately and fairly
and within the Company's normal system of accountability, all transactions of
the Company, and all other events that are the subject of specific regulatory
record-keeping requirements.
It is the policy of the Company that
all transactions be recorded as necessary or appropriate in the regular books of
the Company to permit the preparation of financial statements in conformity with
Generally Accepted Accounting Principles and other applicable rules, regulations
and criteria and to ensure full accountability for all assets and activities of
the Company. Under no circumstances will the Company approve the
establishment of (i) any unrecorded fund or asset of the Company, regardless of
the purposes for which such fund or asset may have been intended, (ii) any
improper or inaccurate entry knowingly made in the books and records of the
Company, (iii) any payment on behalf of the Company made with the intention,
understanding or awareness that any part of such payment is to be used for any
purpose other than that described by the documents supporting the payments, or
(iv) any payment or transaction not made for a proper, lawful and authorized
Company purpose.
If you have any question regarding
compliance of the Company's books and records with the foregoing requirements,
please contact the Company Compliance Officer or the Corporate Legal
Department.
Conduct of
Audits
No action should be taken by any
Company Personnel to fraudulently influence, coerce, manipulate, or mislead (i)
any independent public or certified accountant engaged in the performance of an
audit of the financial statements of the Company, (ii) any member of the
Company’s Internal Audit Department or other auditors engaged in the performance
of an audit or investigation. All Company Personnel are expected to
cooperate in any audit or investigation being conducted by the Company’s
internal or independent auditors in coordination with the Company’s Corporate
Legal Department.
Page
7
Cooperation with
Investigations and Law Enforcement
It is the Company’s policy to
cooperate, in an organized manner through the Corporate Legal Department, with
all proper: (i) government investigators and law enforcement
officials, (ii) investigations by non-governmental regulators with oversight of
the Company’s business (such as securities exchanges), and (iii) internal
Company investigations. All inquiries or requests or demands for
information from external or internal investigators should be immediately
referred to the Corporate Legal Department. The Corporate Legal
Department will coordinate all responses to external or internal investigators’
questions. Failure to cooperate with legitimate investigations in
this manner will result in disciplinary action, up to and including
termination.
Environmental
Compliance
The Company intends to conduct its
business in compliance with applicable federal, state and local laws and
regulations relating to the protection of the environment and it is the
responsibility of all Company Personnel to carry out this
obligation.
Environmental violations, even if
totally unintentional, carry severe penalties and could result in criminal
prosecution of both the Company Personnel involved and the
Company. The Company believes that environmental compliance today
will help the Company avoid problems and liabilities in the future.
The complexity of environmental laws
and their impact is significant and the Kaman Environmental
Compliance Guide has been prepared to outline these laws and their
requirements. For detailed information on compliance with
environmental laws, reference the Kaman Environmental
Compliance Guide or contact the Corporate Legal
Department. Please contact your Company Compliance Officer or the
Corporate Legal Department for a copy of this brochure.
Competition and Antitrust
Laws
The existence of competition is vital
to the free enterprise system and the Company believes in total compliance with
federal and state antitrust laws by all Company Personnel at every level of our
business. These laws have been created to promote competition by restricting a
wide range of anti-competitive transactions and practices and bear on many
aspects of relations with competitors and customers. Although such
laws are complicated, ignorance of what constitutes an antitrust violation is
not a defense to prosecution. Company pricing and related procedures, and
relationships with competitors and customers are particularly sensitive
areas.
Page
8
The complexity of the antitrust laws
and their impact is significant and the Kaman Antitrust Compliance
Guide has been prepared to outline these laws and their
requirements. For more detailed information on compliance with
antitrust laws reference the Kaman Antitrust Compliance
Guide or contact the Corporate Legal Department. Please
contact your Company Compliance Officer or the Corporate Legal Department for a
copy of this brochure.
Labor and Employment
Laws
The Company’s policy is that all
Company Personnel shall comply with applicable federal, state and local laws
concerning labor and employment.
The Company is bound by these laws
and has established comprehensive programs, including equal employment
opportunity procedures, safety and health programs and wage and hour procedures
to ensure compliance with legal requirements. The following is a discussion of
general labor and employment laws and the Company's policies with respect to
such laws.
Equal Employment
Opportunity. The Company is dedicated to the goal of
providing equal employment opportunity for all persons without regard to any
legally impermissible classification including, but not limited to, race, color,
religion, sex, national origin, citizenship, age, sexual orientation,
disability, or veteran status.
The
Company requires all Company Personnel to refrain from any act which is designed
to, or causes, unlawful employment discrimination in any aspect of a person's
employment including decisions concerning hiring, placement, transfer, demotion,
promotion, recruitment, training, advertising, compensation, termination or use
of employee benefits or facilities.
Americans with
Disabilities. The Company requires that Company Personnel not
discriminate against any individual with a disability who is qualified to
perform the essential functions of his/her job with or without reasonable
accommodation. The Company requires that such discrimination not
occur in the hiring process or in regard to any term, condition or privilege of
employment, and the Company requires that reasonable accommodations be made for
such individual unless such accommodations result in undue hardship for the
Company, as defined by law.
Sexual and Other
Harassment. The Company strongly supports the right of Company Personnel
to work in an environment that is free from all forms of discrimination,
including what has been called "sexual harassment", and discriminatory or
retaliatory treatment based on race, color, sex (with or without sexual
conduct), religion, national origin, age, disability, or any other legally
impermissible classification, or because the Member of Company Personnel asserts
rights under, or participates in an investigation or complaint proceeding under,
any equal opportunity or affirmative action laws or regulations. Sexual
harassment may include unwelcome sexual advances, requests for sexual favors,
and any other verbal or physical conduct of a sexual nature that has the effect
of unreasonably interfering with an employee's work performance or which creates
an intimidating, hostile or offensive work environment. All Company
Personnel should refrain from engaging in any conduct which gives rise to such
an environment.
Page
9
Safety and
Health. The Company is committed to providing a workplace that
is free of recognized hazards and meets all current legal requirements. Company
Personnel are required to comply with all applicable federal, state and local
health and safety laws and are required to report any unsafe conditions,
hazards, broken equipment or machinery or work-related accidents to their
supervisor or to the Company Compliance Officer. Supervisors are
responsible for ensuring that their staffs attend training sessions and periodic
meetings concerning safe work practices and accident prevention when such
meetings are scheduled. Each Member of Company Personnel has the
responsibility to prevent accidents by following safe work procedures and
practices and using all personal protective equipment provided by the
Company.
Substance and Alcohol
Abuse. The use, sale, purchase, or possession of any
controlled substance (except for proper use of medically prescribed drugs) by
any Company Personnel or other person engaged in Company business or while on
Company grounds is prohibited. Additionally, the use, sale, purchase
or possession of alcohol on Company grounds is prohibited. Being
under the influence of alcohol or any controlled substance (except medically
prescribed drugs) while on Company grounds or performing Company business is
also prohibited.
Please contact your Company
Compliance Officer or the Corporate Legal Department if you have questions
concerning your rights under or your responsibilities in complying with labor
and employment law policies and procedures.
Governments
Contracts
As a supplier of products and
services to the United States Government, as well as to foreign, state and local
governments, the Company recognizes that there are numerous laws, regulations
and contractual requirements that apply to its relationship with a government as
customer. These include the requirement to accurately and truthfully
report to the best of the Company's knowledge and belief all required
information which may include expenses, cost and pricing data, quality
inspection, specification compliance and subcontractor or supplier cost and
pricing data, and to deal with suppliers and subcontractors in a fair and
reasonable manner consistent with all laws and with good business
practices. In addition, the Company and all Company Personnel are
required to follow rules and regulations which govern the handling of classified
information. Each Member of Company Personnel in each segment of the Company
having a government customer or customers shall comply with the Company’s
policies and procedures specifically addressing government contracting
issues.
Page
10
Please contact the Corporate Legal
Department if you have questions concerning the government contracting laws
applicable to the Company.
Improper
Payments
In connection with commercial
business activities, Company Personnel may provide or accept entertainment,
meals, gifts of a nominal value, and other business courtesies so long as they
are documented in accordance with Company policy, arise out of the lawful and
normal course of business, and are reasonable and in accordance with lawful and
appropriate business customs.
It is the Company's policy, however,
to specifically prohibit Company Personnel from offering, giving, soliciting or
receiving any form of bribe or kickback from anyone. In particular, the offer or
provision of any bribe or gratuity to a federal, state or local government
official is prohibited whether or not the offer or gift is given for the
specific purpose of influencing a governmental act and whether or not personal
funds or resources are used. In addition, the law prohibits the use of Company
funds to provide anything of value to a foreign official to induce that official
to affect any governmental act or decision in a manner that will benefit the
Company (except for certain "facilitating" payments, such as tipping a stevedore
or harbor master, made to expedite the performance of routine government
actions).
In addition the Company will not
provide or guarantee loans to any Company directors or executive officers that
are prohibited by federal law.
Export and Trade
Compliance
The Company’s policy is to conduct
its business in compliance with applicable U. S. and international laws and
regulations relating to export and trade controls. These laws are
applicable to the Company and Company Personnel whether inside or outside of the
U. S. It is the responsibility of all Company Personnel to carry
out this obligation.
Export and trade violations are
treated as national security matters and can have far-reaching consequences for
both the Company Personnel involved and the Company. Such violations
can cause suspension or revocation of the Company’s ability to engage in export
and international trade or to transact business with U. S. Government
agencies and subcontractors. Company relationships with
non-U. S. persons and transactions involving the transfer of restricted or
defense-related products, technology or information, even if made within the
U. S., are particularly sensitive areas.
Page
11
The complexity of export and trade
control laws and their impact is significant and the Kaman Export and Trade
Compliance Program has been prepared to address these laws and applicable
requirements. For detailed information on compliance with this
program, reference the Kaman Export and Trade
Compliance Policy or contact your respective Export Control Official,
Corporate Export and Trade Compliance Office, a Company Compliance Officer, or
the Corporate Legal Department for a copy of this Policy.
Political
Contributions
The Company’s policy is that all
Company Personnel shall comply with political campaign finance and ethics laws.
Federal law and Company policy prohibit the use of Company assets on behalf of a
federal political party or candidate. Additional laws in this area
apply specifically to Company segments doing business with the U.S. Department
of Defense.
As authorized by the Federal Election
Campaign Act, the Company has established Political Action Committees (“PACs”)
which may lawfully make contributions to candidates for public
office. By law, the Company is prohibited from compensating or
reimbursing Company Personnel for political contributions. All
solicitations of Company Personnel for political contributions to Company PACs
must communicate that such contributions are voluntary; no one will be
prejudiced as a result of a decision not to contribute; and such contributions
are not tax-deductible. The Company's policy is not intended to discourage or
prohibit Company Personnel from voluntarily making personal political
contributions; from participating in the political process on their own time and
at their own expense; from expressing their personal views on legislative or
political matters; or from otherwise engaging in political activities provided
such activities do not create the appearance of Company activity.
Securities
Laws
The Company has a commitment to
comply with the federal and state securities laws and regulations which include
the rules on so-called "insider" information. In the course of
business operations, Company Personnel or others may become aware of material
nonpublic information relating to business matters. Under securities
laws any person who is aware of material nonpublic information is prohibited
from trading in the Company’s securities on the basis of such
information. In addition, under Company policy, all Company Personnel
(including other persons who are closely related to a Member of Company
Personnel) are prohibited from trading in the Company’s securities on the basis
of such material nonpublic information. Any questions should be
directed to any of the Company’s Compliance Officers or to the Company’s
Corporate Legal Department. If any Member of Company Personnel
becomes aware of material nonpublic information relating to the Company's
business or relating to firms with which the Company is negotiating or
competing, the law prevents such person from buying or selling shares or other
securities of the Company or such firms or disclosing such information except to
the extent permitted by applicable law until such information has been disclosed
to the public and the market has had an adequate opportunity to absorb the
information.
Page
12
Please contact the Company’s
Corporate Legal Department if you have questions concerning the "insider"
information rules or other provisions of the securities laws.
Public
Disclosures
The Company’s principal executive,
financial and accounting officers are responsible for the full, fair, accurate,
timely, and understandable disclosure of all information required by applicable
law to be so disclosed in reports and documents filed with, or submitted to, the
Securities and Exchange Commission and other regulators, and in other public
communications made by the Company.
Protection of Company
Assets
The protection, safeguarding and proper
and efficient use of Company property and any customer or supplier property
entrusted to the Company (collectively, “Company property”) is an important
responsibility of all Company Personnel. Care should be taken to
ensure that Company property is not misappropriated, loaned to others, or sold
or donated, without appropriate authorization. Any suspected incident
of fraud or unauthorized conveyance of Company property should be immediately
reported for investigation in accordance with the Company’s
procedures. Company property, facilities and equipment are intended
to be used for the conduct of the Company’s business and any exceptions should
be in accordance with Company policy. Each employee should consult
his or her supervisor for appropriate guidance and permission in this
regard. Any question should be directed to the Company Compliance
Officer or the Company’s Corporate Legal Department.
Protection of Company
Information
During
the course of employment with the Company, Company Personnel or Company
Consultants may become aware of certain Company proprietary and/or
confidential information. Such information may include, but is not limited
to, the Company's methods, processes, designs, equipment, catalogues, pricing,
customers, inventions, sales, financial information, business plans or
prospects. All such information is the sole property of the Company,
regardless of form or media. All Company Personnel and Consultants are
required to maintain all such information in confidence, both during and after
employment with the Company, and not use, disclose or appropriate such
information for any purpose other than as authorized by
the Company for the sole benefit of the Company. All Company
Personnel are required to comply with the terms of the Company Employment
Agreement executed at the time of hire.
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13
Information
Systems
The Company provides computing, network
and other electronic communication resources (“Information Systems”) to its
Company Personnel because it recognizes the technology as a valuable business
tool that enables individuals to communicate with greater efficiency, which
further increases productivity.
The use of such resources is a
privilege, not a right. This privilege is embodied in the responsible
use of these resources. The Company expects each person utilizing
such resources to conduct himself or herself in a lawful, ethical and productive
manner in accordance with Company policy and primarily for business related
purposes. The Company will not tolerate the use of such resources for
the purpose of distributing potentially offensive or inappropriate
materials. Individuals, including Company Personnel, utilizing any
Company Information Systems should have no expectation of privacy in connection
with the use of the Company’s Information Systems. The contents of
any message, document, or other matters sent through any Company Information
System may be monitored by Company management, by law enforcement agencies or by
others as the Company deems appropriate. The Company’s policy on use
of the Company’s Information Systems appears periodically on the Company’s
Information Systems network, and notices regarding its terms appears in other
Company media and is available from the Human Resources Department of each of
the Company’s segments.
Document
Retention
The Company is required by law to
maintain certain types of corporate records, usually for a specified period of
time and each subsidiary is responsible for maintaining a records retention
policy. Each subsidiary’s policy should be consistent with this Code,
and the Company has established a Records Retention Oversight Committee to
provide periodic policy guidance and direction in accordance with this
Code.
As a general matter, certain
accounting, payroll and tax records and various legal contracts are to be
maintained for a period of seven (7) years following their expiration; however,
this period is subject to many exceptions, such as for records relating to tax
filings, insurance policies, Department of Defense contracts and audits and
certain personnel records. Failure to retain such documents for the
required minimum period of time in each case could subject the Company to
penalties and fines, cause loss of rights or place the Company at a serious
disadvantage in litigation. Therefore, it is the Company's policy to retain
corporate records and documents as are essential to the conduct of the Company's
business activities for the legally required time periods and in accordance with
each subsidiary’s policy. For the purposes of this policy, the terms
“records” or “documents” include records or documents in any form or media,
including electronic records, and the Company may issue further guidance from
time to time as may be appropriate.
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14
Electronic mail, general
correspondence and other documents which are not legally significant or
essential to a particular business transaction are to be retained only for so
long as necessary, and then are to be discarded regularly on an ongoing basis.
However, in the case of litigation or a significant event likely to lead to
litigation, such as the involvement of one of the Company’s products in an
accident or a situation involving property damage or bodily injury, all regular
destruction activity should be suspended and all documents relating to the event
or litigation should be preserved until the matter is resolved. If
you have any questions concerning specific document retention policies related
to your company's policy or business activities, contact the Corporate Legal
Department for further guidance.
Privacy and Data Protection
Laws
The Company’s policy is to acquire,
retain and disclose only such information related to its Company Personnel and
customers as is permitted in accordance with applicable law in the jurisdictions
in which the Company operates. It is the Company’s policy to comply
with all applicable U.S. federal, state and local privacy laws and regulations,
and with all valid subpoenas or court orders.
In addition to the United States,
many other countries have privacy and/or data protection laws, regulations or
treaties establishing certain legal requirements applicable to the protection of
personal data and information. To the extent the Company is subject
to the laws of other countries, the Company is committed to compliance with such
laws in handling its own and its customers’ information.
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15
Communications with the
Media and the Public
The Company is committed to making
timely, complete and accurate public or regulatory disclosures as required by
applicable law to maintain integrity in its relationships with the
public. In general, requests for financial or business information
about the Company or requests for interviews relating to the Company or its
affairs, or the issuance of any press releases should be referred to the office
of the Chief Investment Officer for review and approval in advance. To the
extent such requests relate to legal proceedings or legal issues or are requests
which emanate from governmental agencies or attorneys for private parties, such
requests should be referred to the Corporate Legal Department. It is
important that Company Personnel not respond to any such inquiry or contact on
their own because any inappropriate or inaccurate response, even a denial or
disclaimer of information, may result in adverse publicity and could otherwise
seriously affect the Company’s legal or business position. Other
public communications by Company Personnel in their capacity as Company
representatives, such as articles for professional publications or speeches at
professional gatherings or trade forums, should comply with Company
procedures. In all other cases, Company Personnel should be aware
that their statements and actions can reflect on the Company and may be
interpreted as statements of the Company depending upon the
circumstances. While the Company recognizes the right to freedom of
individual expression, Company Personnel should not exercise this right in a
manner which would imply that such expression is that of the Company, unless
prior authorization has been granted by the Company.
Lobbying
Company Personnel whose work requires
lobbying communications with any member or employee of a legislative body or
with any government official or employee in the formulation of legislation
should coordinate such activity with the Corporate Legal
Department. “Lobbying” can include a variety of activities and may
subject the Company to certain reporting requirements. Any questions
should be directed to the Corporate Legal Department.
Copyrighted
Material/Computer Software
It is against Company policy for any
Company Personnel to copy, scan, digitize, broadcast or use third-party
copyrighted material, or third-party computer software when conducting Company
business, or preparing Company products or promotional materials, unless written
permission from the copyright holder or a license from the computer software
owner has been obtained prior to the proposed use. Improper use could
subject both the Company and the individuals involved to legal liability for
copyright infringement. Any questions should be directed to the
Company’s Corporate Legal Department.
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16
CONFLICTS OF
INTEREST
In
General
In addition to compliance with
applicable law, Company Personnel have a duty of loyalty to the Company and are
expected to act in an ethical manner, avoiding any activity that may interfere,
or have the appearance of interfering, with the independent exercise of their
judgment in the best interests of the Company.
This policy is broader than mere
observance of a rule, however. It includes a standard of loyalty and
responsibility on the part of all Company Personnel to recognize their
respective positions in the Company and to recognize how individual actions and
interests can reflect upon both the individual and the Company.
This policy is implemented by a
continuing requirement of disclosure by all Company Personnel of any
circumstances which might be inconsistent with the Company's
policy. The continuing requirement of disclosure in no way represents
an intention on the part of the Company to police or restrict the activities of
Company Personnel. It is merely recognition of the proposition that
very few substantial questions of conflicts of interest can exist where there is
full knowledge of the facts by all parties.
In accordance with this policy, the
Company requires that all business transactions should be at arm's length,
negotiated in good faith and based on merit alone. Although it is
impractical to list all those circumstances which might raise ethical or
conflict-of-interest questions, as a minimum examples of conflicts of interest
include the following: conducting Company business with relatives;
holding a material interest in or acting as an official of another enterprise
which is a Company supplier, contractor, customer, consultant, competitor,
merger target or acquisition target; benefiting unfairly (or enabling a relative
to benefit unfairly) from the use or disposition of Company property or the
conduct of Company business; and taking advantage of inside information which is
not otherwise available to the general public for any manner of personal
gain.
In addition, since individuals
interests tend to be identified with those of their immediate family members,
all Company Personnel should be aware that actions of their family members may
be attributable to them.
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17
Duty to Report Conflicts of
Interest; Procedures
All Company Personnel have a
responsibility and a duty of loyalty to the Company, and all business decisions should be made
in the best interests of the Company. This means putting the
Company’s interests first. A conflict of interest is created when a Member of
Company Personnel places self-interest (or the interests of others) ahead of the
Company’s interests.
All Company Personnel are encouraged
to review their personal and employment situations and are required to take the
following steps in any situation which might involve a potential conflict of
interest or the appearance of such a conflict:
1. Report
the situation in writing to your supervisor;
2. Obtain
written approval from your supervisor for the situation or (if the situation is
not approved) written direction for resolving the conflict of interest which
might be posed.
3. Should
a situation arise that would constitute a “related-party transaction” under
Securities and Exchange Commission regulations, the independent members of the
Board of Directors will review the propriety of, and approve or
disapprove, such transaction.
All supervisors are required to
maintain reasonable ongoing oversight after a potential conflict of interest (or
the appearance thereof) has been reported in order to ensure that the direction
provided by the supervisor with respect to the matter has been
followed. Any questions should be referred to the Company Compliance
Officer. Because certain situations may involve difficult questions of judgment,
all situations which raise any question of a conflict of interest or a violation
of ethical standards should be discussed with the employee’s supervisor or, if
the conflict cannot be resolved or eliminated, with the Company Compliance
Officer.
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18
FACT
SHEET
You may
report your concerns on the Company’s Hot Line (866) 450-3663 (nationwide) and
860-243-7900 (local within Connecticut)
OR
RETURN
THIS completed document to: your Compliance Officer or
Chief Compliance Officer
Legal Department
Kaman Corporation
P. O. Box 1
Bloomfield, CT 06002
"Personal and
Confidential"
|
1.
|
Name
of person filing this report
(optional):
|
|
2.
|
Date:
|
3.
|
Facts:
Please describe, as completely as possible, your knowledge of the facts
(including, where appropriate, dates and times) relating to a violation or
possible violation of the Kaman Code of Business Conduct. (Use a separate
sheet and attach if more space is needed.)
|
|
4.
|
Signature:
I declare that all of the statements made in this Fact Sheet are true to
my best knowledge and belief. I understand that disciplinary actions may
result if it is determined that the statements contained herein are false
or made for a purpose other than to describe my knowledge of the facts
relating to the particular violation or suspected violation set forth
above.
|
|
_______________________________________
Signature (optional)
(Please print your name below)
(optional)
_______________________________________
Note:
|
For
various legal reasons, please DO NOT conduct your own preliminary
investigations since acting on your own may adversely affect both you and
Kaman.
|
|
|
CERTIFICATION
STATEMENT
To:
|
Compliance
Officer
|
From:
|
Company
Personnel
|
This is to certify and acknowledge
that I have received, read and understand the Kaman Code of Business Conduct
(the "Code"). I agree to comply fully with the standards contained in the Code
and any related policies and procedures adopted by the Company, and understand
that compliance with such standards, policies and procedures is a condition of
my continued employment or association with the Company. I understand
the Company has the right to access all Company and employee information,
wherever located, in connection with company business, and I understand the
Company has the right to conduct an investigation in the event a question of
Code compliance should arise. In such event, I agree to cooperate fully with the
Company and I agree to the disclosure of all relevant information to and by the
Company and its compliance officers, wherever located.
_________________________________
Signature
(Please
print your name below)
_________________________________
Date:
______________________________
|