Code of Ethics
The Board of Directors of Servotronics, Inc. (the “Board of Directors”) has adopted this Code of Ethics and Business Conduct (the “Code”), which is applicable to all directors, officers and employees, to:
Promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
Promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC, as well as in other public communications made by or on behalf of the Company;
Promote compliance with applicable governmental laws, rules and regulations; and
Require prompt internal reporting of breaches of, and accountability for adherence to, this Code.
This Code may be amended only by resolution of the Company’s Board of Directors. In this Code, references to (a) the “Company” means Servotronics, Inc. and its subsidiaries, (b) the “Audit Committee” means the Audit Committee of the Board of Directors and (c) “person” means a director, officer or employee of the Company.
- Honest, Ethical and Fair Conduct
Each person must:
Comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in the maintenance of a high standard of accuracy and completeness in the Company’s financial records and other business related information and data.
Deal fairly with the Company’s customers, suppliers, competitors and employees.
Protect the assets of the Company and use them for proper purposes.
Maintain the confidentiality of the Company’s information where required or in the Company’s interests, except where disclosure is mandated by applicable laws, rules or regulations or is approved by the Chief Executive Officer.
Refrain from taking for themselves opportunities that are discovered through the use of corporate assets unless the opportunity is first declined by the Company or the Board of Directors has approved the transaction.
- Avoid Conflicts of Interest
The Board of Directors shall be the ultimate authority as to whether a conflict of interest exists. If the Board of Directors identifies a specific circumstance concerning conflicts of interest issues which, in its judgment, merits supplementary written clarification or guidance, it may issue such clarification or guidance for the purpose of informing all persons affected by this Code.
It is understood that some transactions which may be actual or apparent conflicts of interest may be necessary or advantageous to the Company. Those transactions will not be considered a violation of this Code if approved by the Board of Directors.
The Company intends that the contents of and the disclosures in the reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must not knowingly misrepresent or knowingly cause others to misrepresent facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators, self-regulating organizations and other governmental officials, as appropriate.
In addition, the Chief Executive Officer, the Chief Financial Officer, and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
Each person must promptly bring to the attention of the Chairman of the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
The Company’s policy is to comply with all applicable governmental laws, rules and regulations. Each person has the responsibility to adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.
- Reporting and Accountability
The Audit Committee is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of or suspects a violation of applicable law or regulation of this Code or any of the Company’s other policies is required to report that violation to the Audit Committee. The Audit Committee has established the Servotronics’ Code of Conduct Hotline to report information on a confidential and anonymous basis and helps ensure that the Company conducts business in accordance with the highest ethical standards. The hotline is available 24 hours a day at 716-843-3901. Any suspected violations will be promptly directed to the Chairman of the Audit Committee. Failure to report a violation is itself a violation of this Code.
Specifically, each person must notify the Chairman of the Audit Committee promptly of any existing violation of this Code.
The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:
The Audit Committee will take all appropriate action to investigate any breaches reported to it.
If the Audit Committee determines that a violation has occurred, it will inform the Board of Directors.
Upon being notified that a violation has occurred, the Board of Directors will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee and counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.
Any waivers granted under this Code must be approved by the Chairman of the Audit Committee. Any waiver of the requirements of this Code which benefits a director or an executive officer may be granted only by the Board of Directors and shall be appropriately disclosed to the Company’s shareholders to the extent required by applicable securities laws and the listing requirements of NYSE MKT (or other securities market on which any class of securities issued by the Company is listed or traded). The Company expects full compliance with this Code.
- Reports and Inquiries
All reports, inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed, in the discretion of the inquiring or reporting person, to the Chief Executive Officer or Chief Financial Officer of the Company or the Chairman of the Audit Committee.
- No Retaliation
Retaliation against any employee of the Company for initiating a report or inquiry under Section 5, or Section 7 of this Code is strictly prohibited and is itself a violation of this Code. Any such retaliation by a person subject to this Code will result in disciplinary action. The provisions of this section are not intended to prevent or punish the exercise by any person of his or her rights to seek legal redress for harm caused by tortious conduct.
- Disciplinary Measures
The Company shall consistently enforce its Code of Conduct through appropriate means of discipline. Violations of the Code shall be promptly reported to the Audit Committee. Pursuant to procedures adopted by it, the Audit Committee shall determine whether violations of the Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee or agent of the Company who has so violated the Code.
The disciplinary measures, which may be invoked at the discretion of the Audit Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution.
The Code is not an employment contract nor is it intended to be an all exclusive policy statement on the part of the Company. The Company reserves the right to provide the final interpretation of the policies it contains and to revise those policies as deemed necessary or appropriate.