EXHIBIT 99.P
LMI AEROSPACE, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
This Code of Business Conduct and Ethics (this "Code") provides a general
statement of the Company's expectations regarding the ethical standards that
each director, officer and employee should adhere to while acting on behalf of
the Company. This Code contains compliance standards and procedures to
facilitate its effectiveness and to ensure a prompt and consistent response to
violations. Each director, officer, and employee is required to read and become
familiar with the ethical standards described in this Code. It is not intended
to and does not in any way constitute an employment contract or assurance of
continued employment, and does not create any rights in any director, officer,
employee, client, supplier, competitor, shareholder or any other person or
entity.
The highest business and ethical standards mandate accountability for adherence
to this Code. Accordingly, any conduct or action that violates this Code will be
subject to disciplinary action, which may include immediate termination.
General Ethical Standards
Our Company is comprised of talented and dedicated people committed to providing
outstanding service to our customers. Our commitment includes adhering to the
law and the highest ethical standards in all of our business and overrides the
goal of maximization of profits. Our strategy is to fully utilize the creativity
and energy of our directors, officers and employees, whose decisions, based on
sound economic and ethical principals, will sustain and strengthen our long-term
commitment to excellence.
Set forth below are general standards that must be met by all directors,
officers and employees of the Company. These standards are not necessarily the
only obligations that apply to the Company's directors, officers and employees.
In general, all directors, officers and employees of the Company must avoid any
conduct that could reasonably appear to be improper or might injure the
Company's reputation for honesty and integrity in the conduct of its business.
If in doubt, consult with your supervisor or Compliance Officer.
Business Relationships
At LMI, we expect all directors, officers and employees to maintain the highest
business and ethical standards in any relationship that may be established in
connection with our business.
o To our customers we will provide quality products and service based on our
contractual requirements.
o To each other, as employees, we will treat one another fairly and openly,
with the dignity and respect due all human beings.
o To our suppliers, we will offer fair competition and long-term
relationships.
o To the communities we inhabit, we will act responsibly, always aware of the
economic and social impact we have as corporate citizens.
o To our shareholders, we will pursue our earnings objectives subject to the
priority of ethical standards.
Administration
The Board of Directors of the Company, referred to in this Code as the Governing
Body, is responsible for setting the standards of business conduct contained in
this Code and updating these standards as it deems appropriate to reflect
changes in the legal and regulatory framework applicable to the Company, the
business practices within the Company's industry, the Company's own business
practices, and the prevailing ethical standards of the communities in which the
Company operates. The Company's Director of People will act as (and referred to
in this Code as) the Compliance Officer and will oversee the procedures designed
to implement this Code to ensure that they are operating effectively. It is the
individual responsibility of each director, officer and employee of the Company
to comply with this Code.
Compliance With Laws, Rules, Regulations
The Company expects all directors, officers and employees of the Company to
comply in all respects with the laws and regulations that apply to its business
at all government levels. In addition, the Company requires that its directors,
officers and employees comply with work-place policies and applicable laws and
regulations. Although not all employees are expected to know details of all
laws, it is important to recognize when to seek advice from supervisors.
This Code does not summarize all laws, rules and regulations applicable to the
Company and its directors, officers and employees. Please consult the Compliance
Officer for various guidelines the Company has prepared on specific laws, rules
and regulations.
Conflicts of Interest
All directors, officers and employees of the Company should be diligent in
avoiding a conflict of interest with regard to Company's interests. A conflict
of interest exists when there is a conflict (or even an appearance of conflict)
between an individual's personal interests, financial or otherwise, or
professional interests, and his or her fiduciary obligations to the Company. A
conflict situation can arise when a director, officer or employee takes actions
or has interests that may make it difficult to perform his or her work
objectively and effectively. Conflicts of interest may also arise when a
director, officer or employee, or a member of his or her family, receives
improper personal benefits as a result of his or her position in the Company,
whether received from the Company or third party. Federal law prohibits loans by
the Company to its directors and executive officers. It is a conflict of
interest for an employee to work simultaneously for a competitor, customer, or
supplier. In addition, directors, officers and employees are not allowed to work
for a competitor as a consultant or board member.
Conflicts of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board of Directors. Where there is an actual or
potential conflict of interest or perception of a conflict of interest, the
director, officer or employee must make full disclosure and must not participate
in the matter giving rise to the conflict. Such person may, in accordance with
such procedures, refrain or be asked to refrain from participating and/or making
decisions concerning any business that is related to the matter in which there
is an actual or potential conflict of interest.
Any director, officer or employee who becomes aware of a conflict of interest or
potential conflict of interest should bring it to the attention of the
Compliance Officer, a supervisor, manager or other appropriate personnel or
consult the procedures discussed in this Code. Directors, officers and employees
who knowingly fail to disclose conflicts of interest are subject to disciplinary
action, including dismissal or removal from office.
Corporate Opportunities
No director, officer or employee may: (a) take for himself or herself personally
opportunities that are discovered through the use of Company property,
information or position; (b) use Company property, information or position for
personal gain; or (c) compete with the Company. Directors, officers and
employees owe a duty of loyalty to the Company, and must be committed to advance
its legitimate interests when the opportunity to do so arises.
Confidentiality (Protecting Company Information)
All directors, officers and employees must maintain the confidentiality of
confidential information entrusted to them by the Company, its business
partners, suppliers, customers or others related to the Company's business.
Confidential information includes all non-public information that might be of
use to competitors or harmful to the Company, or its customers, if disclosed.
Typical of such information are business, research, and new product plans;
objectives and strategies; trade secrets; unpublished financial or pricing
information; processes and formulas; computer programs; salary and benefits
data; employee medical information; and employee, customer, and supplier lists.
Disclosure of confidential information violates Company policy and could result
in disciplinary action, except when authorized by legal counsel as required by
laws, regulations or legal proceedings. If any director, officer or employee
believes they have a legal obligation to disclose confidential information, they
should consult the Compliance Officer.
Any Company information created in the course of employment belongs to the
Company. Employees leaving the Company must return all written proprietary
information in their possession. An employee's obligation to protect the
Company's proprietary and confidential information continues even after he or
she leaves the Company.
Protection and Proper Use of Company Assets
Safeguarding Company assets is the responsibility of all directors, officers and
employees. All directors, officers and employees should protect the Company's
assets and ensure their efficient use. Theft, carelessness, and waste have a
direct impact on the Company's profitability. Any suspected incident of fraud or
theft should be immediately reported for investigation to the Compliance
Officer. All Company assets should be used only for legitimate business
purposes. The personal use of Company assets without permission is prohibited.
Fair Dealing
The Company considers its reputation for integrity and fairness one of its most
valuable assets. Each director, officer and employee must endeavor to deal
fairly and in good faith with the Company's customers, shareholders, employees,
suppliers, regulators, business partners, competitors and others. We seek to
outperform our competition fairly and honestly. We seek competitive advantages
through superior performance, never through unethical or illegal business
practices. No director, officer or employee shall take unfair advantage of
anyone through manipulation, concealment, abuse of privileged or confidential
information, misrepresentation, fraudulent behavior, possessing trade secret
information that was obtained without the owner's consent or through any other
unfair dealing practice. No actions shall be taken by any Company director,
officer or employee, which could undermine proper relationships or tarnish the
Company's reputation or integrity.
Giving and Accepting Gifts
A director, officer or employee and any person having a close personal business
relationship with him or her may not offer to, nor accept from, any supplier,
distributor, agent, customer or anyone doing business, seeking to do business or
competing with the Company an excessive business courtesy. The Company is aware
that the definition of "excessive" may vary; however, a director, officer or
employee shall exercise moderation and good professional judgment in offering or
accepting gratuities, including, but not limited to, gifts, hospitality
(including food and drink) and tickets to cultural, sporting or other special
events. Cash is always unacceptable. If you are in doubt as to whether a
gratuity is acceptable or not, you may seek clarity from your supervisor or the
Compliance Officer, as appropriate. As a general rule, if disclosure of a
business courtesy given or accepted by an employee, officer or director would be
embarrassing to the Company, or to the recipient, the courtesy is not
appropriate.
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value
directly or indirectly to officials of foreign governments or foreign political
candidates in order to obtain or retain business. In addition, the promise,
offer or delivery to an official or employee of the U.S. Government of a gift,
favor or other gratuity in violation of these rules would not only violate
Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. Please
consult the Compliance Officer to obtain guidance from Company legal counsel in
this area.
Accurate and Timely Periodic Reports
The Company is committed to providing investors with full, fair, accurate,
timely and understandable disclosure in the periodic reports that it is required
to file with, or submit to, the Securities Exchange Commission (the "SEC") and
in other public communications made by the Company as a public company. To this
end, the Company will:
o Comply with generally accepted accounting principles at all times;
o Maintain a system of disclosure controls and procedures that will provide
reasonable assurances to management that material information about the
Company is made known to management, particularly during the periods in
which the Company's periodic reports are being prepared; and
o Maintain a system of internal accounting controls that will provide
reasonable assurances to management that all transactions are properly
recorded;
o Maintain books and records that accurately reflect and fairly reflect the
Company's transactions;
o Prohibit the establishment of any undisclosed or unrecorded funds or
assets;
o Present information in a clear and orderly manner and avoid the use of
legal and financial jargon in the Company's periodic reports.
No action may be taken by any director or officer (or other person acting under
the direction thereof) to fraudulently influence, coerce, manipulate or mislead
the Company's independent auditor for the purpose of rendering the Company's
financial statements materially misleading.
The Company considers its disclosure obligation to be of critical importance.
Depending on his or her position with the Company, a director, officer or
employee may be asked to provide necessary information to assure that the
Company's public reports are complete, fair and understandable. The Company
takes it's public reporting very seriously and expects its directors, officers
and employees to provide prompt answers to inquiries by it related to public
disclosure requirements.
Reporting of Illegal or Unethical Behavior
The Company's business and reputation depends, in large measure, on strict
adherence to the provisions of this Code. Every director, officer and employee
is encouraged and obligated to report any known or suspected Code violations to
the Governing Body, Compliance Officer or other Company supervisor or manager,
as appropriate.
The Company will investigate any matter so reported and may take appropriate
disciplinary and corrective action, up to and including termination. The Company
forbids retaliation of any kind against employees who report violations of this
Code or other illegal or unethical conduct.
Accounting Complaints
The Company's policy is to comply with all applicable financial reporting and
accounting regulations applicable to the Company. If any director, officer or
employee of the Company has concerns or complaints regarding questionable
accounting or auditing matters of the Company, then he or she is encouraged to
submit those concerns or complaints (anonymously, confidentially or otherwise)
to the Audit Committee of the Board of Directors (which will, subject to its
duties arising under applicable law, regulations and legal proceedings, treat
such submissions confidentially) according to the procedures established by the
Audit Committee. Such submissions may be directed in writing at the Company to
the attention of the Audit Committee or to any director who is a member of the
Audit Committee.
Insider Trading
Directors, officers and employees who have access to confidential information
are not permitted to use or share that information for stock trading purposes or
for any other purpose except in the conduct of our business and in strict
compliance with all applicable laws and SEC regulations. All non-public
information about the Company should be considered confidential information. To
use non-public information for personal financial benefit or to "tip" others who
might make an investment decision on the basis of this information is not only
unethical but also illegal. No director, officer, or employee of the Company may
buy or sell securities of the Company when in possession of "material non-public
information." Directors, officers and employees are required to comply with the
Company's Insider Trading Policy, copies of which are distributed to all
directors, officers and employees and are available from the Compliance Officer.
Records Retention; Books and Accounts
Directors, officers and employees are expected to become familiar with the
Company's policies on record retention. All of the Company's books, records,
accounts and financial statements must be maintained in reasonable detail to
appropriately reflect the Company's transactions and must conform both to
applicable legal requirements and to the Company's system of internal controls.
Unrecorded or "off the books" funds or assets, i.e. "off the balance sheet"
transactions, should not be maintained unless permitted by applicable law or
regulation.
The Company requires honest and accurate recording and reporting of information
in order to make responsible business decisions. For example, only true and
actual numbers of hours worked should be reported. Many employees regularly use
business expense accounts, which must be documented and recorded accurately.
Records should always be retained or destroyed according to the Company's record
retention policies.
Compliance Procedures
Directors, officers and employees who are concerned that violations of this Code
or that other illegal or unethical conduct by directors, officers or employees
of the Company have occurred or may occur should contact their supervisor. If,
for any reason, anyone is unable to approach their supervisor about their
concerns or complaints, then they may contact either the Compliance Officer or
any member of the Audit Committee. All reports of concerns or complaints shall
remain confidential to the extent necessary, subject to applicable law,
regulation or legal proceeding.
Waivers
The provisions of this Code may be waived for directors or executive officers
only by a resolution of the Company's independent directors. The provisions of
this Code may be waived for employees who are not directors or executive
officers by the Compliance Officer. Any waiver of this Code granted to a
director or executive officer will be publicly disclosed as required by the
federal securities laws and the applicable rules and regulations of the SEC or
the securities exchange or association on which the Company's securities are
listed for trading.
Political Contribution
No Company funds or assets will be loaned or contributed to any political party
or organization, or to any individual who holds or is a candidate for public
office, except when permitted by applicable law and prior written authorization
is obtained from the Compliance Officer.
These restrictions cover direct contributions and indirect assistance. The
following are examples of activities that are illegal under federal law and the
laws of those states which prohibit corporate political contributions:
o Contributions by an employee which are reimbursed by Company through
expense accounts or in other ways;
o Purchase by Company of tickets for political dinners or fund-raising
events;
o Contributions in kind, such as loaning employees to political parties or
providing company airplanes for use in political campaigns;
o Indirect contributions by Company through suppliers, customers or agents.
Political contributions by corporations are permitted by the laws of some states
and foreign countries. Such allowable contributions may include some of the
activities mentioned above, but in all cases, require prior authorization of the
Compliance Officer and, when required by the law, by the Governing Body.
This policy is not intended to discourage or prevent an employee from engaging
in political activities as an individual on his or her own time and at his or
her own expense. It also does not prohibit the employee from making political
contributions from personal funds or from expressing individual views with
respect to legislative or political matters.
Outside Directorships and Consulting
Subject to the conflict of interest rule discussed above, a director, officer or
employee of the Company may serve as a director or consultant of another
business, provided that he or she first receive clearance from the Compliance
Officer.
Other Company Policies
All directors, officers and employees should be familiar with the Company's
existing Insider Trading Policy, Policy Against Sexual and Other Harassment and
other policies regarding the rights and obligations of the Company's employees,
which may amplify and expand on certain matters addressed in this Code.