EXHIBIT 14.1
ROBBINS & MYERS, INC.
CODE OF BUSINESS CONDUCT
I. GENERAL POLICY STATEMENT.
It has been, and continues to be, the policy of Robbins &
Myers, Inc. and its subsidiaries to comply with all laws governing its United
States and International operations, to adhere to the highest standards of
business ethics and to maintain a reputation for honest and fair dealings.
This Code of Business Conduct sets forth basic principles and
guidelines for directors, officers and employees which are intended to assist
them in conducting the Company's affairs and business in accordance with law and
the highest standards of business ethics. It is impossible, however, to
anticipate all the situations in which legal and business ethical questions
might arise. The best overall guidelines are individual conscience, common sense
and a careful, knowing compliance with law. All employees, and especially
supervisors, should be familiar with the principles and guidelines contained in
this Code and should conduct their activities on behalf of the Company in
accordance with this Code.
The Company has designated several persons to assist employees
in resolving questions they may have regarding the interpretation and
application of the Code. The Company has also specified a procedure for
employees to report any concerns they may have in regard to the Code on an
anonymous basis. Employees should not hesitate to take advantage of this help
and assistance. At Section XIV of the Code is a list of the persons to contact
and the procedure for anonymous inquiries and reporting.
II. DEFINITIONS.
"Code" means this Code of Business Conduct.
"Committee" means the Business Practices Committee. The
Committee shall be comprised of four persons who shall, from time-to-time, be
appointed by, and serve at the pleasure of, the President of the Company. Unless
the President determines otherwise, the members of the Committee shall be the
Vice President, Finance; the Vice President, Human Resources; the Company's
legal counsel; and an executive designated by the President.
The Committee shall have and exercise all of the authority
granted to it under the Code, shall administer, implement and interpret the
Code, and shall be authorized to issue to employees written opinions as to the
application and interpretation of the Code. In addition, the Committee shall be
authorized to grant exceptions to the application of Section IV of this Code in
particular instances provided that the employee requesting the exception
discloses to the Committee all material facts as to the subject matter of the
exception and his relationship to, or interest in, the
subject matter of the exception and, provided further, that the Committee
determines that the granting of an exception is justified by the facts and is in
the best interests of the Company. The Committee shall maintain a written record
of its proceedings and opinions, shall advise the President of the Company as to
all its actions, and shall annually report to the Audit Committee of the Board
of Directors concerning its proceedings, including any exceptions, during the
preceding 12 months.
"Company" means Robbins & Myers, Inc. and its United States
and International subsidiaries.
"Employee" means any director, officer or employee of the
Company unless the context indicates otherwise.
"Immediate family" means and includes a person's spouse,
parents, grandparents, children, grandchildren, siblings, mother and
father-in-law, sons and daughters-in-law, and brothers and sisters-in-law.
III. ACCURATE BOOKS AND RECORDS.
All Company payments and other transactions must be properly
authorized by management and be accurately and completely recorded on the
Company's books and records in accordance with generally accepted accounting
principles and established Company accounting policies. Employees may not make
any false, incomplete or misleading entries. No undisclosed or unrecorded
Company funds shall be established for any purpose, nor should Company funds be
placed in any personal or noncorporate account. All Company assets must be
properly protected and asset records should regularly be compared with actual
assets, with proper action taken to reconcile any variances.
IV. CONFLICTS OF INTEREST.
It is very important for all of us to avoid any actual or even
any apparent conflict of interest. Any time any such conflict appears, or an
employee believes any such conflict might develop, the employee should discuss
the matter with his immediate supervisor or seek advice as set forth at Section
XIV.
Some clear conflict of interest situations which should always
be avoided include the following:
(1) any ownership interest (other than a nominal amount of
stock in publicly traded companies) in any supplier, customer or
competitor;
(2) any consulting or employment relationship with any
customer, supplier or competitor;
(3) any outside business activity which is competitive with
any of the Company's businesses;
(4) any outside activity of any type which is so substantial
as to call into question your ability to devote appropriate time and
attention to your job responsibilities with the Company;
(5) the service on any board of directors of any customer,
supplier or competitor unless such board service has been disclosed to
the Company and approved by the Committee;
(6) being in the position of supervising, reviewing or having
any influence on the job evaluation, pay or benefits of any member of
your immediate family;
(7) taking advantage of an opportunity which you learned of in
the course of your employment with the company, such as acquiring
property or leases the Company may be interested in;
(8) selling anything to the Company or buying anything from
the Company (except pursuant to any normal program of disposal of
surplus corporate property which is offered to employees generally);
and
(9) obtaining any loan from a customer or supplier of the
Company other than a bank; and if you are an officer of the Company,
from any bank with which the Company does business unless a loan upon
similar terms is generally available to customers of the bank and is
disclosed to the Vice President-Finance of the Company.
Anything which presents a conflict for the employee would
probably also present a conflict if it involved a member of the employee's
immediate family. For example, ownership of stock in competitors or suppliers,
or receipt of gifts or entertainment by members of the employee's immediate
family would create the same conflict of interest as if the stock were owned or
the gifts received by the employee. In marginal situations, employees should
discuss the situation with their supervisors to prevent possible
misunderstandings and embarrassment at a later date.
V. ENTERTAINMENT, GIFTS AND PAYMENTS.
The Company will treat fairly and impartially all persons and
firms with whom it has business relationships. The acceptance of gifts,
entertainment, favors, personal discounts, and similar gratuities might
influence or raise doubts as to the impartiality of the recipient, damage the
reputation of the Company for fair dealing, and violate federal statutes where
government contracts are involved. Misunderstandings usually can be avoided by
conduct which makes clear that the Company and its representatives transact
business on an ethical basis and will not seek or grant special consideration.
A. Relations with Non-Governmental Customers.
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Certain business courtesies, such as payment for a lunch or
dinner in connection with a business meeting, normally would not be a gift
within the context of this Code. Employees should endeavor to keep such
courtesies on a reciprocal basis, to the extent practicable, in order to
demonstrate that no gift is sought or granted.
Advertising novelties would not be inappropriate to give or
receive provided the item is of no appreciable value and is widely distributed
to others under essentially the same business relationship with the donor.
Our relationships with commercial customers may occasionally
present circumstances where gifts or favors are exchanged as an accepted
business practice without inference of unethical conduct. In certain countries
local custom may dictate the exchange of gifts as a matter of courtesy.
Attendance at golf outings or athletic, cultural, or community
events as the guest of a customer or supplier or such entertaining of customers
or suppliers by Company personnel if done as business courtesies and not in an
extravagant or lavish manner is not prohibited. The acceptance of hunting,
fishing, or week-end trips is prohibited.
B. Relations with Governmental Employees.
Each agency of the federal government and many state agencies
have regulations prohibiting agency personnel from accepting entertainment,
gifts, gratuities, payments or other business courtesies that may be acceptable
in the commercial sector. The letter and intent of such regulations must be
complied with by all Company employees.
C. Relations with Representatives of Foreign Governments.
Foreign Corrupt Practices Act. The Company will scrupulously
adhere to the letter and spirit of the Foreign Corrupt Practices Act, which
prohibits giving money or items of value to a foreign official, directly or
through any third party, in order to (1) influence any act or decision of the
foreign official in his official capacity, (2) influence the official to do or
omit to do something in violation of his lawful duty, or (3) obtain, retain, or
direct business. The Act further prohibits giving money or items of value to any
person or firm when there is reason to believe that it will be passed on to a
government official for these purposes. Facilitating payments, as described in
the following paragraph, are not prohibited by the Foreign Corrupt Practices
Act. All matters pertaining to this statute must be coordinated with the
Company's legal counsel.
Facilitating Payments. In some cases, where it becomes
necessary to expedite or secure the performance of routine governmental action,
employees may make small payments outside the United States to government
employees. However, such payments may be made only (i) in nominal amounts (with
no individual payment in excess of $250), (ii) upon the initiation of such
government employees and (iii) where such government employees will not
otherwise perform such routine action. The term
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"routine governmental action" includes actions ordinarily performed, among other
things, in processing governmental papers (e.g. visas and shipping documents),
providing mail or phone services, loading or unloading cargo, scheduling
inspections, or obtaining permits, licenses or other official documents to
qualify a subsidiary or affiliate to do business. The term does not include any
action by a foreign government employee that involves a decision to award or
continue business with the Company.
VI. POLITICAL ACTIVITY.
The Company encourages all employees to vote and be active in
the political process. However, federal laws prohibit any use of Company funds
in connection with federal elections, and there are similar laws in many states.
Accordingly, it is against Company policy, and may also be illegal, for any
employee to:
(1) Include, directly or indirectly, any political
contribution that the employee may desire to make on the employee's
expense account or in any other way which causes the Company to
reimburse the employee for that expense. In general, the cost of
fund-raising tickets for political functions are considered political
contributions. Therefore, including the cost of any such fund-raising
dinner on an expense account, even if business is, in fact, discussed,
is against Company policy and possibly illegal.
(2) No employee may use any Company property or facilities, or
the time of any of the Company's employees for any political activity.
Examples of prohibited conduct would be using Company secretarial time
to send invitations for political fund-raising events, using the
Company telephone to make politically motivated solicitations, allowing
any candidate to use any Company facilities, such as meeting rooms, for
political purposes or to loan any Company property to anyone for use in
connection with a political campaign.
The political process has become highly regulated, and any
employee who has any question about what is or is not proper should consult with
his immediate supervisor or a member of the Committee before agreeing to do
anything that could be construed as involving the Company in any political
activity at either the federal, state or local levels, or in any foreign
country.
Company employees may volunteer their services for political
purposes, but such services must be rendered on their own time. It is against
Company policy and possibly illegal for the Company's employees to use normal
working time for any political purpose.
VII. SECURITIES LAWS AND INSIDER TRADING.
It is both illegal and against Company policy for any
individual (i) to profit from undisclosed material information relating to the
Company or any company we do business with or (ii) to selectively disclose any
confidential, material information relating to the Company. Anyone who is in
possession of any material inside information that
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the Company has not yet disclosed to the public may not purchase or sell any of
the Company's securities or selectively disclose that information unless such
disclosure is made pursuant to a confidentiality agreement or is made to persons
who have an obligation of confidentiality towards the Company (such as, our
attorneys and accountants). It is also against Company policy for any individual
in our Company who may have inside or unpublished, material information about
any of our suppliers, customers, or any company we do business with to purchase
or sell the securities of those companies. Further, it is against Company policy
and illegal for employees to provide such information to others for the purpose
of trading in securities.
If you are uncertain about the legal rules involving your
purchase or sale of any Company securities or any securities in companies that
you are familiar with by virtue of your work for the Company, you should consult
with a member of the Business Practice Committee or the Company's legal counsel
before making any such purchase or sale.
The Company, and all supervisory employees within the Company,
also have an obligation to be alert to situations where others within the
Company - particularly those over whom they have some supervisory authority -
may not be observing the rules against insider trading. The securities laws
provide for penalties not only for those who engage in insider trading, but also
for those "controlling persons" who fail to take appropriate actions when they
either knew or should have known that people within their control were violating
those rules.
VIII. ANTITRUST LAWS.
In general, the antitrust laws of the United States prohibit
agreements or actions "in restraint of trade" - restrictive practices that may
reduce competition without providing beneficial effects to consumers. Among
those agreements and activities found to be clear violations are agreements or
understandings among competitors to fix or control prices; to boycott specified
suppliers or customers; to allocate products, territories, or markets; or to
limit the production or sale of products or product lines. Such agreements are
against public policy and against the policy of the Company. Employees should
never engage in discussions of such matters with representatives of other
companies. Employees should report to the Company's legal counsel any instance
in which such discussions are initiated by other companies.
U.S. antitrust laws also apply to international operations and
transactions related to imports to, or exports from, the United States.
Moreover, the international activities of the Company could be subject to
antitrust laws of foreign nations or organizations such as the European Economic
Community.
Because of the complexity of antitrust laws, it is imperative
that legal advice be sought on any questions regarding this subject.
IX. ENVIRONMENTAL LAWS.
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The Company will conduct its operations with the highest
regard for the quality of the environment, which shall include, but not be
limited to, water, air and general land usage. At every operating location where
emissions into water sources or the atmosphere or solid waste disposal are
present, the objective is to comply with standards established by appropriate
local, state, or federal agencies and which are consistent with available
technology. It is the responsibility of the Company and its employees to provide
truthful and accurate information to the government permitting authorities in
connection with any application for any environmental permit or any periodic
reports that may be called for under such permit.
X. EXPORT LAWS.
Company employees shall comply with United States laws
regulating the "export" of products and technology ("U.S. Export Laws"). For
purposes of the U.S. Export Laws, there is an "export" in each of the following
situations: (i) goods are shipped, or technology is made available, from the
United States to a foreign country; (ii) goods are shipped, or technology is
made available, from a non-U.S. country to another country if the goods or
technology originated in the United States; or (iii) goods are shipped, or
technology is made available, to a person in one non-U.S. country with a Company
employee or agent having knowledge, or intending, that the goods or technology
will later be transferred to another country. In addition, an "export" occurs
when technology is made available to a foreign national, including foreign
national employees in, or outside, the United States. Technology is "made
available" through a variety of means, including visual inspection of technical
specifications, plans, or blueprints, oral discussions of technology, or
practice or application of the technology under the guidance of persons with
knowledge of the technology. Company employees should be aware that plant visits
by foreign nationals may result in an "export" of technology.
As a result of the necessity of the Company complying with
U.S. Export Laws, you should observe the following guidelines:
(1) No Exports Permitted. Exports may not be made to the
following countries: Cuba, Iran (except, in the case of certain Romaco
products, exports may be permitted with a license), Iraq, Libya, and
Sudan, and you should avoid contact with agents or representatives of
those countries.
(2) Exports to the Listed Companies May Require an Export
License. The export to certain countries of certain products (such as,
vessels, tanks, agitators and associated parts made or lined with
glass, high nickel alloys, fluoropolymers, tantalum and zirconium) is
restricted Unless you are specifically advised otherwise by the
Company's legal counsel, you should assume that the export of Pfaudler,
Tycon, Technoglass, Chemineer, or Edlon products or technology may only
be made to the countries, listed in the next sentence, if an
appropriate "export license" has been obtained. The restricted
countries are: Afghanistan, Armenia, Azerbaijan, Bahrain, Belarus,
Bulgaria, Burma, China,
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Egypt, Georgia, India, Israel, Jordan, Kazakhstan, Kuwait, Kyrgyzstan,
Lebanon, Macau, Moldova, Mongolia, North Korea, Oman, Pakistan, Qatar,
Russia, St. Kitts & Nevis, Saudi Arabia, Sudan, Syria, Taiwan,
Tajikistan, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan,
Vietnam, and Yemen.
The Company is committed to full compliance with U.S.
antiboycott laws, which prohibit the Company and its employees from agreeing to
contractual provisions or engaging in conduct that supports the boycott efforts
of foreign governments. These efforts include the Arab League's boycott of
Israel. Any Company employee receiving a request to undertake any activities or
agree to any contractual provisions that support boycott efforts should
immediately report that request to the Company's legal counsel.
XI. TRADE SECRETS AND CONFIDENTIAL INFORMATION.
All employees should appropriately safeguard the Company's
trade secrets and confidential information and refuse any improper access to
trade secret and confidential information of any other company, including our
competitors.
In terms of our own trade secret and confidential information,
our basic guidelines are:
(1) Any Company proprietary information to which you may have
access should be discussed with others within the Company only on a
need-to-know basis.
(2) If we wish to disclose our own trade secrets or
confidential information to any people outside of our Company, it
should be done only in conjunction with appropriate trade secret or
confidential information disclosure agreements which can be provided by
the Company's legal counsel.
(3) We should always be alert to inadvertent disclosures which
may arise in either social conversations or in normal business
relations with our suppliers and customers.
In terms of confidential and proprietary information of other
companies, our guidelines should be:
(1) We should not receive any such information except pursuant
to written confidentiality agreements which can be supplied by our
legal counsel. Since we may incur some liability, or at least
embarrassment, if we improperly disclose information which has been
provided to us in confidence, we should receive such information only
when there is a clear commercial reason for doing so and then only
under the terms and conditions of a properly drawn agreement which
protects both parties' interests.
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(2) While we should always be alert to our competitive
surroundings and obtain as much information as possible about the
marketplaces in which we operate, we must do that only in accordance
with sound and ethical commercial practices. We must never be a party
to any situation in which such proprietary or confidential information
has been improperly obtained from any other company such as by a former
employee. If any employee is approached with any offer of confidential
information which the employee has reason to believe may have been
obtained improperly, the employee must immediately discuss this matter
with his immediate supervisor or the Company's legal counsel.
Confidential or proprietary information of our Company, and of
other companies, includes any information which is not generally disclosed and
which is useful or helpful to the company and/or which would be useful or
helpful to competitors of the company. Common examples include such things as
financial data, scientific and engineering studies, data, and drawings, planned
new products, lists of suppliers, lists of customers, wage and salary data,
projected earnings, changes in management or policies of the company, testing
data, manufacturing methods, suppliers' prices to us, or any plans we may have
for improving any of our products.
XII. GOVERNMENTAL INVESTIGATIONS AND LITIGATION.
It is Company policy to cooperate with every reasonable and
valid request by federal, state and local government investigators. At the same
time, the Company is entitled to all the safeguards provided in the law for
persons under investigation, including representation by counsel. Accordingly,
if a government investigator requests an interview with any Company personnel,
seeks information or access to files, or poses written questions, he should be
told that the Company will cooperate, but that you must first discuss the matter
with the Company's legal counsel. You should immediately telephone the Company's
legal counsel, who will then provide advice as to further action. The Company's
legal counsel must also be consulted before the Company threatens to sue or
institutes any litigation of any kind, and before the Company complains to a
government agency about the actions of anyone else. In the event any litigation
is begun or threatened against the Company, notify the Company's legal counsel
immediately, even if the action or the threats appear to be without merit or
insignificant.
XIII. IMPLEMENTATION OF THE CODE.
(1) All officers and managers of the Company shall be
responsible for the enforcement of the Code within their specific areas
of supervisory responsibility. They shall periodically distribute and
review the Code with appropriate employees under their supervision.
(2) Appropriate employees of the Company will be required
annually to certify their compliance with the requirements of the Code.
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(3) Violations of the Code will result in disciplinary action,
including reassignment, demotion or dismissal and may, depending on the
nature of the violation involved, result in civil or criminal action
against the employee.
(4) The Audit Committee of the Board of Directors of the
Company shall annually review with management the implementation of
this Code and shall assure that the Board of Directors receives an
objective and adequate flow of information as to the matters that lie
within the scope of the Code.
XIV. FURTHER INFORMATION AND ASSISTANCE.
The Company has designated a number of personnel to assist
employees in resolving any questions concerning the interpretation and
application of the Code. Please do not hesitate to avail yourself of this help.
The following is the list of persons in the order you might consider contacting
them:
(1) Manager/Supervisor. An employee should first contact his
immediate manager/supervisor. If for some reason that is not
appropriate, the employee may contact any member of the Business
Practices Committee or the Company's legal counsel.
(2) Anonymous Inquiry or Reporting. If an employee would feel
more comfortable submitting his inquiry or reporting a concern on an
anonymous basis, the employee may do so by writing or typing his
communication and mailing or faxing the same directly to the Company's
legal counsel.
(3) Directors of the Company. Directors of the Company should
address any questions they may have concerning the Code to the
Company's legal counsel.
(4) Contact Names, Addresses and Numbers.
A. Members of the Business Practice Committee are
Milton M. Hernandez, Group Vice President and President R&M
Europe; Kevin J. Brown, Vice President, Finance; Hugh E.
Becker, Vice President, Investor Relations and Human
Resources; and Joseph M. Rigot, Esq., Secretary.
Communications to members of the Business Practices
Committee may be directed to Robbins & Myers, Inc., 1400
Kettering Tower, Dayton, Ohio 45423; by telephone to
937-222-2610; or by telecopy to 937-225-3355.
B. Communications to the Company's legal counsel may
be directed to Joseph M. Rigot, Esq., Thompson Hine LLP,
2000 Courthouse Plaza, Dayton, Ohio 45402; by telephone to
937-443-6586; by telecopy to 937-443-6635; or by email to
joe.rigot@thompsonhine.com.
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XV. FULL, FAIR, TIMELY AND UNDERSTANDABLE FINANCIAL DISCLOSURE
(SECTION XV APPLIES ONLY TO THE CHIEF EXECUTIVE OFFICER, CHIEF
FINANCIAL OFFICER, TREASURER AND CONTROLLER OF THE COMPANY (THE
"SENIOR OFFICERS").
The Senior Officers shall be responsible for full, fair,
accurate, timely and understandable disclosure of information in reports and
documents that the Company files with, or submits to, the SEC and in other
public communications.
As one of the Senior Officers, you agree to: :
(1) Produce full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company or its subsidiaries files
with, or submits to, the Securities and Exchange Commission and other regulators
and in other public communications made by the Company or its subsidiaries; and
(2) Promptly report to the Chairman of the Audit Committee any
information that you may have concerning (i) significant deficiencies in the
design or operation of internal controls that could adversely affect the
Company's ability to process, summarize and report financial data or (ii) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Company's financial reporting, disclosure or
internal controls.
As a Senior Officer you are prohibited from directly or indirectly taking any
action to fraudulently influence, coerce, manipulate or mislead the Company's
independent auditors for the purpose of rendering the financial statements of
the Company misleading.
The Board of Directors of the Company has delegated to its Audit Committee the
sole authority to approve any deviation or waiver from this Code granted to a
Senior Officer. Waivers of this Code, as required by applicable law, will be
promptly disclosed by the Company.
(Rev. November 10, 2003)
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FORM OF COMPLIANCE CERTIFICATION
ROBBINS & MYERS, INC.
CERTIFICATION OF COMPLIANCE
WITH CODE OF BUSINESS CONDUCT
I hereby certify to the Business Practices Committee of Robbins &
Myers, Inc. that:
1. I have read the Code of Business Conduct of Robbins & Myers, Inc. at
least once during the past 12 months and understand my responsibility to comply
with the principles and policies contained in the Code. I recognize that my
failure to comply with such principles and policies will be cause for severe
disciplinary action or termination of my employment.
2. Except as stated at paragraph 3, immediately below:
(a) I and, to the best of my knowledge, members of my immediate
family, do not have any interest which might be deemed to be a conflict of
interest under Section IV of the Code;
(b) To my knowledge, I have not violated any federal, state, local or
foreign law in connection with the Company's business; and
(c) I am not aware of any Company activities which violate the Code of
Business Conduct.
3. Exceptions to the above should be noted below:
I hereby certify that the above statements are, to the best of my
knowledge and belief, true and accurate.
___________________________________ Date _________________
(Signature of Employee)
___________________________________
(Please Print your full name above)
___________________________________
(List your Location/Division)
(THIS CERTIFICATE OF COMPLIANCE SHOULD BE SIGNED BY THE EMPLOYEE AND RETURNED TO
JOSEPH M. RIGOT, CORPORATE SECRETARY AND LEGAL COUNSEL, THOMPSON HINE LLP, P.O.
BOX 8801, DAYTON, OHIO 45401.)
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EMPLOYEES WHO NEED ASSISTANCE OR CONSULTATION PRIOR TO COMPLETING THIS
CERTIFICATE OF COMPLIANCE SHOULD CONTACT THE PERSONS LISTED AT SECTION XIV OF
THE CODE OR JOSEPH M. RIGOT AT THOMPSON HINE LLP - (937) 443-6586 (OR
joe.rigot@thompsonhine.com).
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