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EXHIBIT 14
KAMAN
CODE OF
BUSINESS CONDUCT
---------------
Copyright Kaman Corporation 2004
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TABLE OF CONTENTS
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STATEMENT OF CHIEF EXECUTIVE OFFICER 1
PURPOSE OF THE CODE 2
General 2
Applicability 2
Company Personnel 2
Consultants 2
Reservation of Rights 3
IMPLEMENTATION OF THE CODE 3
Company Compliance Officers 3
Reporting of Violations 4
The Audit Committee 5
Disciplinary Actions 5
Waivers of the Code 6
Questions Regarding the Code 6
COMPLIANCE WITH APPLICABLE LAWS 6
In General 6
False Statements and Schemes to Defraud 7
Accounting and Record-Keeping 7
Conduct of Audits 7
Cooperation with Investigations and Law Enforcement 8
Environmental Compliance 8
Competition and Antitrust Laws 8
Labor and Employment Laws 9
Equal Employment Opportunity 9
Americans with Disabilities 9
Sexual and Other Harassment 9
Safety and Health 10
Substance and Alcohol Abuse 10
Federal, State and Local Government Contracts 10
Improper Payments 11
Political Contributions 11
Securities Laws 12
Public Disclosures 12
Protection of Company Assets 12
Information Systems 13
Document Retention 13
Privacy and Data Protection Laws 14
Communications with the Media and the Public 14
Lobbying 15
Copyrighted Material 15
CONFLICTS OF INTEREST 15
In General 15
Duty to Report Conflicts of Interest 16
FACT SHEET
CERTIFICATION STATEMENT
Copyright Kaman Corporation 2004
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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.
Paul R. Kuhn
Chairman of the Board,
President and Chief Executive Officer
Kaman Corporation
Copyright Kaman Corporation 2004
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PURPOSE OF THE CODE
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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
- -------------
- 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.
- 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.
Copyright Kaman Corporation 2004
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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.
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,
retroactively or prospectively, 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:
- Ensuring that the Code is distributed and that recipients
acknowledge their understanding and compliance with it as a
condition of employment.
- Ensuring that training programs on the Code are conducted.
- Ensuring that the Company's operations are reasonably
monitored for compliance with the Code.
- 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.
Copyright Kaman Corporation 2004
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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.
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.
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:
- on the Company's 800 "hotline" (1-866-450-3663 (nationwide)
and 860-243-7900 (local within Connecticut)), or
- to your Company Compliance Officer using the Fact Sheet
attached at the end of this Code, or
- to the Company's Corporate Legal Department or the Company's
Internal Audit Department
When there is a doubt as to the lawfulness of any past or proposed
activity, or whether a Code violation may have occurred, it is the
Company's policy for Company Personnel 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
Copyright Kaman Corporation 2004
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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.
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:
- Violation of the Code.
- Knowingly authorizing or participating in actions which are
in violation of the Code.
- 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.
- Retaliating, directly or indirectly, or encouraging others to
do so, against an individual who reports a violation of the
Code.
Copyright Kaman Corporation 2004
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- Reporting information which is known or suspected by the
reporting person to be untrue.
Disciplinary action may include any one or more of the following,
not necessarily in the order shown:
- A warning.
- A written reprimand (to be noted in individual's personnel
record).
- Probation.
- Temporary suspension.
- Discharge.
- Required reimbursement of losses or damages.
- Referral for criminal prosecution or civil action.
Disciplinary action will be taken against:
- Company Personnel who willfully violate the standards
described in this Code.
- Any Member of Company Personnel who deliberately withholds
relevant information concerning a violation of this Code.
- 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.
- Any supervisor or Company Personnel who retaliates (or
encourages others to do so) against any person who reports a
violation of the Code.
Waivers of the Code
- -------------------
Any waiver of this Code for executive officers or directors may be
made only by the Board of Directors and will be promptly disclosed
if, and as required by law, or stock exchange regulation.
Copyright Kaman Corporation 2004
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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.
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
Copyright Kaman Corporation 2004
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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
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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, or (ii) any
member of the Company's Internal Audit Department engaged in the
performance of an internal 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.
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.
Copyright Kaman Corporation 2004
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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.
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.
Copyright Kaman Corporation 2004
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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
Copyright Kaman Corporation 2004
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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.
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.
Federal, State and Local Governments Contracts
- ----------------------------------------------
As a supplier of products and services to the United States
Government, as well as to state and local governments, the Company
recognizes that there are numerous laws, regulations and
contractual requirements which must govern its relations with the
Government as a 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
Copyright Kaman Corporation 2004
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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.
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.
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
Copyright Kaman Corporation 2004
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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.
Please contact the Company's Corporate Legal Department if you
have questions concerning the "insider" information rules or other
provisions of the securities laws.
Copyright Kaman Corporation 2004
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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.
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
Copyright Kaman Corporation 2004
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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.
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.
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 pertinent to such action 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
Copyright Kaman Corporation 2004
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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.
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
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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.
CONFLICTS OF INTEREST
---------------------
In General
- ----------
In addition to compliance with applicable law, Company Personnel
are expected to act in an ethical manner and to avoid 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
Copyright Kaman Corporation 2004
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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
have the appearance of being attributable to them.
Duty to Report Conflicts of Interest
- ------------------------------------
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.
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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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.
Copyright Kaman Corporation 2004
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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.
--------------------------------
Signature
(Please print your name below)
--------------------------------
Date:---------------------------
Copyright Kaman Corporation 2004
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