CODE OF BUSINESS CONDUCT AND ETHICS
OF
MUELLER INDUSTRIES, INC.
AND ITS DOMESTIC SUBSIDIARIES
EFFECTIVE DATE: February 12, 2004
INTRODUCTION
Mueller Industries, Inc. expects that directors, officers and employees will
conduct themselves ethically and properly as a matter or course and comply
with the guidelines set forth below.
This Code of Business Conduct and Ethics (this "Code") is prepared, in large
part, due to the requirements of the Sarbanes-Oxley Act of 2002 and rules of
the New York Stock Exchange. and is applicable to Mueller Industries, Inc.
and all direct and indirect U.S. subsidiaries (hereinafter referred to
collectively as the "Company"). Directors, officers and employees of
foreign subsidiaries are also expected to act properly and consistent with
country-specific guidelines developed for such subsidiaries.
This Code exists to provide the Company's directors, officers, employees,
shareholders, suppliers and members of the general public with an official
statement as to how the Company conducts itself internally and in the
marketplace and certain standards that the Company shall require of its
directors, officers and employees.
The Company's Compliance Officer on the Effective Date of this Code is
William H. Hensley and the term "Compliance Officer", as used in this Code,
refers to the Company's current Compliance Officer and any subsequent person
appointed to that office.
PURPOSE
This Code is intended to provide a codification of standards that is
reasonably designed to deter wrongdoing and to promote the following:
* Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
* Full, fair, accurate, timely and understandable disclosure in reports
and documents that the Company files with, or submits to, the
Securities and Exchange Commission (the "SEC") and in other public
communications made by the Company;
* Compliance with applicable governmental laws, rules and regulations;
* The prompt internal reporting to an appropriate person or persons
identified in this Code for violations of this Code; and
* Accountability for adherence to this Code.
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SCOPE
This Code applies to the Company's Chairman of the Board, Chief Executive
Officer, Chief Financial Officer, Controller and persons performing similar
functions as well as to all directors, officers and employees of the
Company. As used herein, the term "employees" shall be deemed to include
each of the foregoing persons unless specifically stated otherwise or unless
the context clearly indicates otherwise.
POLICY PROVISIONS
Under this Code, all directors, officers (including the Company's Chairman
of the Board, Chief Executive Officer, Chief Financial Officer, Controller
and persons performing similar functions) and employees are expected to
conduct business for the Company in the full spirit of honest and lawful
behavior and shall not cause another director, officer, employee or non-
employee to act otherwise, either through inducement or coercion.
I. Conflicts of Interest and Other Matters
Conflicts of interest may arise when an employee's position or
responsibilities with the Company present an opportunity for personal
gain apart from the normal compensation provided through employment. The
following guidelines are provided:
A. Protection and Proper Use of Company Funds and Assets
The assets of the Company are much more than its properties, facilities,
equipment, corporate funds and computer systems; they include
technologies and concepts, business strategies and plans, as well as
information about its business. These assets may not be improperly used
and/or used to provide personal benefits for employees. In addition,
employees may not provide outside persons with assets of the Company for
the employee's personal gain or in such a manner as to be detrimental to
the Company. Employees should protect the Company's assets and ensure
their efficient and proper use. Theft, carelessness and waste have a
direct impact on the Company's profitability. All Company assets should
be used for legitimate business purposes.
B. Confidential Information
As part of an employee's job, he/she may have access to confidential
information about the Company, its employees, agents, contractors,
customers, suppliers and competitors. Unless released to the public by
management, this information should not be disclosed to fellow employees
who did not have a business need to know or to non-employees for any
reason, except in accordance with established corporate procedures.
Confidential information of this sort includes, but is not limited to,
information or data on operations, business strategies and growth,
business relationships, processes, systems, procedures and financial
information.
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C. Outside Financial Interests Influencing an Employee's Decisions or
Actions
Employees should avoid any outside financial interest that might
influence their decisions or actions on matters involving the Company or
its businesses or property. Such interests include, among other things:
(i) a significant personal or immediate family interest in an enterprise
that has significant business relations with the Company; or (ii) an
enterprise or contract with a supplier, service-provider or any other
company or entity where the employee or a member of the immediate family
of the employee is a principal or financial beneficiary other than as an
employee. All such interests should be disclosed by the employee to the
Company's Compliance Officer.
D. Outside Activities Having Negative Impact On Job Performance
Employees should avoid outside employment or activities that would have a
negative impact on their job performance with the Company, or which are
likely to conflict with their job or their obligations to the Company.
E. Business Opportunities; Competitive Interests; Corporate Opportunities
No employee may enter into any contract or arrangement, own any interest
or be a director, officer or consultant in or for an entity which enters
into any contract or arrangement (except for the ownership of non-
controlling interests in publicly-traded entities) with the Company for
the providing of services to the Company unless and until the material
facts as to the relationship or interest and the contract or transaction
are fully disclosed to the Company's Compliance Officer and, if approved
by the Company, the Company's Compliance Officer shall provide written
confirmation of the approval of said contract or transaction.
Employees owe a duty to the Company to advance its legitimate interests
when the opportunity arises to do so. Employees should refrain from and
shall be prohibited from: (i) taking for themselves or for their personal
benefit opportunities that could advance the interests of the Company or
benefit the Company when such opportunities are discovered through the
use of Company property, information or position; (ii) using Company
property, information or position for personal gain; or (iii) competing
with the Company.
II. Dealing With Suppliers, Customers And Other Employees
The Company obtains and keeps its business because of the quality of its
operations. Conducting business, however, with other employees, suppliers
and customers can pose ethical or even legal problems. The following
guidelines are intended to help all employees make the appropriate decision
in potentially difficult situations.
A. Bribes and Kickbacks
No employee of the Company may ever accept or pay bribes, kickbacks or
other types of unusual payments from or to any organization or individual
seeking to do business with, doing business with or competing with the
Company.
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B. Gifts
Employees may accept gifts or entertainment of nominal value as part of
the normal business process if public knowledge of the employee's
acceptance could cause the Company no conceivable embarrassment. Even a
nominal gift and/or entertainment should not be accepted if it might
appear to an observer that the gift and/or entertainment would influence
the employee's business decisions. The term "nominal value" applies to
the amount of the gift and/or its frequency; i.e., frequent gifts, even
if of nominal value, are unacceptable. The term "entertainment"
includes, but is not limited to, meals, charitable and sporting events,
parties, plays and concerts. If you have any questions about the
acceptance of entertainment or gifts, ask the Company's Compliance
Officer for advice.
C. Travel and Entertainment Expenses
Employees must comply with the Company's policy on travel and
entertainment expenses as set forth in the Company's Policies and
Procedures, as the same may be amended or supplemented from time to time.
D. Relations with Government Personnel
The Company will not offer, give or reimburse expenses for entertainment
or gratuities (including transportation, meals at business meetings or
tickets to sporting or other events) to government officials or employees
who are prohibited from receiving such by applicable government
regulations.
E. Payments to Agents, Consultants, Distributors, Contractors
Agreements with agents, sales representatives, distributors, contractors
and consultants should be in writing and should clearly and accurately
set forth the services to be performed, the basis for earning the
commission or fee involved and the applicable rate or fee. Payments
should be reasonable in amount and not excessive in light of the practice
in the trade and commensurate with the value of services rendered.
F. Fair Dealing
Each employee should endeavor to deal fairly with the Company's
customers, suppliers, competitors and other employees.
III. Books and Records
False or misleading entries shall not be made in any reports, ledgers, books
or records of the Company nor shall any misrepresentation be made regarding
the content thereof. No employee may engage in an arrangement that in any
way may be interpreted or construed as misstating or otherwise concealing
the nature or purpose of any entries in the books and records of the
Company. No payment or receipt on behalf of the Company may be approved or
made with the intention or understanding that any part of the payment or
receipt is to be used for a purpose other than that described in the
documents supporting the transaction.
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IV. Competitive Practices
In business, it is inevitable that the Company and its competitors will meet
and talk from time to time; this is neither against the law nor to be
avoided. What will not be tolerated is collaboration with competitors in
violation of the law on such things as pricing, production, marketing,
inventories, product development, sales territories and goals, market
studies and proprietary or confidential information.
As a vigorous competitor in the marketplace, the Company seeks economic
knowledge about its competitors; however, it will not engage in illegal acts
to acquire a competitor's trade secrets, financial data, information about
company facilities, technical developments or operations.
V. Political Activities & Contributions
The Company encourages each of its employees to be good citizens and to
participate in the political process. Employees should, however, be aware
that: (1) federal law and the statutes of some states in the U.S. prohibit
the Company from contributing, directly or indirectly, to political
candidates, political parties or party officials; and (2) employees who
participate in partisan political activities should ensure that they do not
leave the impression that they speak or act for the Company.
VI. Compliance with Laws, Rules and Regulations
The Company proactively promotes compliance by all employees with applicable
laws, rules and regulations of any governmental unit, agency or divisions
thereof and the rules and regulations of the New York Stock Exchange and/or
any exchange upon which the Company's stock may be traded. The Company
requires its employees to abide by the provisions of applicable law on
trading on inside information and all employees of the Company are directed
to refrain from trading in the Company's stock based on inside information.
The Company requires its employees to abide by applicable law and the
Company's procedures with respect to periods of time within which all or
some cross-section of the Company's employees will be prevented from trading
in the Company' stock. The Company requires its employees to abide by
applicable law and the Company's policies with respect to disclosures of
material non-public information (Regulation FD).
VII. Protection of Employees from Reprisal for Whistleblowing
("Whistleblowing Policy")
A. Purpose
To encourage employees to report Alleged Wrongful Conduct.
To prohibit supervisory personnel from taking Adverse Personnel Action
against a Company employee as a result of the employee's good faith
disclosure of Alleged Wrongful Conduct to a Designated Company Officer or
Director or to the Company's Audit Committee. An employee who discloses
and subsequently suffers an adverse Personnel Action as a result is
subject to the protection of this Whistleblowing Policy.
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B. Applicability
All employees of the Company who disclose Alleged Wrongful Conduct, as
defined in this Whistleblowing Policy, and, who, as a result of the
disclosure, are subject to an Adverse Personnel Action.
C. Whistleblowing Policy
All employees of the Company are encouraged promptly to report Alleged
Wrongful Conduct. No Adverse Personnel Action may be taken against a
Company employee in Knowing Retaliation for any lawful disclosure of
information to a Designated Company Officer or Director or to the
Company's Audit Committee, which information the employee in good faith
believes evidences: (i) a violation of any law; (ii) fraudulent or
criminal conduct or activities; (iii) questionable accounting or auditing
matters or matters; (iv) misappropriation of Company funds; or (v)
violations of provisions of this Code (such matters being collectively
referred to herein as "Alleged Wrongful Conduct").
No supervisor, officer, director, department head or any other employee
with authority to make or materially influence significant personnel
decisions shall take or recommend an Adverse Personnel Action against an
employee in Knowing Retaliation for disclosing Alleged Wrongful Conduct
to a Designated Company Officer or Director or to the Company's Audit
Committee.
D. Definitions
In addition to other terms as defined above, the terms set forth on
Exhibit A attached hereto shall have the meanings set forth thereon for
purposes of this Whistleblowing Policy.
E. Making A Disclosure
An employee who becomes aware of Alleged Wrongful Conduct is encouraged
to make a Disclosure to a Designated Company Officer or Director or to
the Company's Audit Committee as soon as possible.
F. Legitimate Employment Action
This Whistleblowing Policy may not be used as a defense by an employee
against whom an Adverse Personnel Action has been taken for legitimate
reasons or cause. It shall not be a violation of this Whistleblowing
Policy to take Adverse Personnel Action against an employee whose conduct
or performance warrants that action separate and apart from the employee
making a disclosure.
G. Whistleblowing Statutes
An employee's protection under this Whistleblowing Policy is in addition
to any protections such employee may have pursuant to any applicable
state or federal law and this Whistleblowing Policy shall not be construed
as limiting any of such protections.
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VIII. Audit Committee Procedures - Receipt, Retention and Treatment of
Complaints Regarding Accounting, Internal Accounting Controls or
Auditing Matters
Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the
Company's Audit Committee has established the following procedures for the
receipt, retention and treatment of complaints by Company employees
regarding the Company's accounting, internal accounting controls or auditing
matters.
A. Purpose
To promote and encourage Company employees to report complaints, problems
or questionable practices relative to accounting, internal accounting
controls or auditing matters (collectively referred to herein as
"Accounting Concerns").
B. Applicability
All employees of the Company.
C. Procedures
Any Company employee who has, knows of or has reason to know or suspect
the existence of any Accounting Concern is encouraged to report such
Accounting Concern, promptly and in writing, to the Company's Compliance
Officer and the Audit Committee at the following address:
Compliance Officer
Mueller Industries, Inc.
c/o William H. Hensley
8285 Tournament Drive, Suite 150
Memphis, Tennessee 38125
with a copy to:
Chairman of the Audit Committee
Mueller Industries, Inc.
c/o Gary Gladstein
888 7th Avenue, 33rd Floor
New York, NY 10106
Submissions by Company employees of Accounting Concerns may be signed by
the employee or may be anonymous. Submissions by Company employees of
Accounting Concerns should be sufficiently detailed so as to provide the
necessary information to the Company's Audit Committee as to the nature
of the Accounting Concerns, the violation or potential violation of any
federal or state law or regulation or the nature of any questionable
accounting or auditing practice or matter. Company employees are
encouraged to include as much factual data as possible in any submissions
of Accounting Concerns and Company employees shall not utilize the
submission of an Accounting Concern for the sole purpose of harassing
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another Company employee or officer. Submissions by Company employees of
Accounting Concerns shall be copied by the Compliance Officer's
Administrative Assistant and retained in a file entitled "Accounting
Concerns Report File" to be kept separate from the files of the Company's
Accounting Department.
The Chairman of the Audit Committee shall review and investigate or cause
to be investigated each submission by Company employees of Accounting
Concerns that suggests any violation of Company policies, violation of
any federal or state laws or regulations or any questionable accounting
or auditing practice or matter. The Chairman of the Audit Committee may
utilize the services of the Company's outside legal counsel in any such
investigations. In the event the Chairman of the Audit Committee shall
determine that any Accounting Concern is of sufficient veracity and
significance so as to mandate any action by the Company, the Chairman of
the Audit Committee shall report the Accounting Concern to the Audit
Committee and, if necessary, to the Company's Board of Directors with a
recommendation as to specific action to be taken. In extreme cases where
an Accounting Concern has been reported that involves a violation or
potential violation of federal or state laws or regulations and the
Chairman of the Audit Committee has determined that such report is
accurate or that sufficient evidence exists to create a significant
concern as to whether such violation has occurred or will occur, the
Chairman of the Audit Committee may report such Accounting Concern to the
appropriate government authority.
D. Protections
Company employees who submit reports of Accounting Concerns shall be
entitled to the protection of the Whistleblowing Policy set forth above.
IX. Public Company Reporting
As a public company, it is important that the Company's filings with the SEC
and other public disclosures of information be complete, fair, accurate and
timely. An employee, officer or director of the Company may be called upon
to provide necessary information to ensure that the Company's public reports
are complete, fair and accurate. The Company expects each Company employee,
officer and director to take this responsibility seriously and to provide
prompt, complete, fair and accurate responses to inquiries with respect to
the Company's public disclosure requirements. With respect to the Company's
employees, officers and directors who may be participating in the
preparation of reports, information, press releases, forms or other
information to be publicly disclosed through filings with the SEC or as
mandated by the SEC, such employees, officers and directors are expected to
use their diligent efforts to ensure that such reports, press releases,
forms or other information are complete, fair, accurate and timely.
X. Compliance and Discipline
All Company employees are required to comply with this Code. Employees are
expected to report violations of this Code and assist the Company, when
necessary, in investigating violations. All department heads, managers and
supervisors are charged with the responsibility of supervising their
employees in accordance with this Code.
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Failure to comply with this Code will result in disciplinary action that may
include suspension, termination, referral for criminal prosecution and/or
reimbursement to the Company for any losses or damages resulting from the
violation. The Company reserves the right to terminate any employee
immediately for a single violation of this Code.
All employees of the Company may be asked from to time to reaffirm their
understanding of and willingness to comply with this Code by signing an
appropriate certificate (see Appendix A).
XI. Adoption, Amendment and Waiver
A. Adoption and Amendment
This Code has been adopted by the Company's Board of Directors and may be
changed , altered or amended at any time. The interpretation of any
matter with respect to this Code by the Board of Directors shall be final
and binding.
B. Waiver
Waivers of the provisions of this Code may be granted or withheld from
time to time by the Company in its sole discretion. Waivers are only
effective if set forth in writing after full disclosure of the facts and
circumstances surrounding the waiver. Waivers for the benefit of
directors and executive officers must be approved by the Board of
Directors and will be publicly disclosed by the Company. All other
waivers may be approved by the Compliance Officer and may be publicly
disclosed by the Company.
NO EMPLOYMENT CONTRACT
Nothing contained herein shall be construed as limiting the Company's right
to terminate an employee immediately for any reason. This Code does not
provide any guarantees of continued employment, nor does it constitute an
employment contract between the Company and any employee.
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APPENDIX A
EMPLOYEE STATEMENT
I acknowledge having received a copy of the Company's Code of Business
Conduct and Ethics. I have read it completely and I understand that the
Code applies to me. I understand the Code does not constitute an employment
contract and I agree to comply fully with each of the provisions of the
Code, including such changes to the Code as the Company may announce from
time to time. I have reviewed with my department head or the Compliance
Officer any matters concerning ownership or other activities which are
required to be disclosed to the Company by the Code.
Employee Name
Employee Signature
Date
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EXHIBIT A
DEFINED TERMS - WHISTLEBLOWING POLICY
1. "Adverse Personnel Action": an employment-related act or decision or a
failure to take appropriate action by a supervisor or higher level
authority which affects an employee negatively as follows:
a. Termination of employment;
b. Demotion;
c. Suspension;
d. Written reprimand;
e. Retaliatory investigation;
f. Decision not to promote;
g. Receipt of an unwarranted performance rating;
h. Withholding of appropriate salary adjustments;
i. Elimination of the employees' position, absent an overall reduction in
work force, reorganization, or a decrease in or lack of sufficient
funding, monies, or work load; or
j. Denial of awards, grants, leaves or benefits for which the employee is
then eligible.
2. "Disclosure": oral or written report by an employee to a Designated
Company Officer or Director or to the Company's Audit Committee of
Alleged Wrongful Conduct.
3. "Knowing Retaliation": An Adverse Personnel Action taken by a supervisor
or other authority against an employee where such employee's prior
disclosure of Alleged Wrongful Conduct is a direct or indirect reason or
basis for the Adverse Personnel Action.
4. "Designated Company Officer or Director": The Company's Compliance
Officer, any executive officer of the Company of the level of Senior Vice
President or above and any member of the Company's Board of Directors.
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