This Code of Business Conduct
and Ethics describes the basic principles of conduct that we share as
officers and employees of ParkOhio and its related subsidiaries and
affiliates. This Code also applies to our directors and should be
followed by our agents and representatives, including consultants.
Violation of this Code may result in disciplinary action, varying
from reprimand to dismissal.
This Code is intended to provide a broad overview of basic
ethical principles that guide our conduct. In some circumstances, we
maintain more specific policies on the topics referred to in this
Code. Should you have any questions regarding these policies, please
contact our General Counsel, the human resource manager, or your
supervisor in your business unit.
Compliance with Laws, Rules, and Regulations
comply with all laws, rules, and regulations of the places where we
do business. If a law, rule, or regulation is unclear, or conflicts
with a provision of this Code, you should seek advice from
supervisors or our General Counsel but always seek to act in
accordance with the ethical standards described in this Code.
Conflicts of Interest
We conduct our
business affairs in the best interest of our Company and should
therefore avoid situations where our private interests interfere in
any way with our Company’s interests. We need to be especially
sensitive to situations that have even the appearance of impropriety
and promptly report them to a supervisor or, if appropriate, a more
senior manager. If you believe that a transaction, relationship, or
other circumstance creates or may create a conflict of interest, you
should promptly report this concern. It is our policy that
circumstances that pose a conflict of interest for our employees are
prohibited unless a waiver is obtained from an appropriate Company
officer. Consistent with the listing requirements of the National
Association of Securities Dealers, Inc. (the “NASD”), and
as further described below, any waiver of this conflict-of-interest
policy for a director or executive officer may only be made by our
Board, and any such waiver should be appropriately disclosed in a
report filed with the Securities and Exchange Commission (SEC) within
five days of the waiver.
We require honest and
accurate recording and reporting of information in order to make
responsible business decisions. We document and record our business
expenses accurately. Questionable expenses should be discussed with
the appropriate personnel in our auditing department.
All of our books, records, accounts, and financial statements
are maintained in reasonable detail, appropriately reflect our
transactions, and conform both to applicable legal requirements and
to our system of internal controls.
We avoid exaggeration, derogatory remarks, guesswork, or
inappropriate characterizations of people and companies in our
business records and communications. We maintain our records
according to our record- retention policies. In accordance with those
policies, in the event of litigation or governmental investigation,
please consult our General Counsel.
We are a public company
and, as a result, file reports and other documents with the SEC and
NASD. We also issue press releases and make other public statements
that include financial and other information about our business,
financial condition, and results of operations. We endeavor to make
full, fair, accurate, timely, and understandable disclosure in
reports and documents we file with, or submit to, the SEC and in our
press releases and public communications.
We require cooperation and open communication with our
internal and outside auditors. It is illegal to take any action to
fraudulently influence, coerce, manipulate, or mislead any internal
or external auditor engaged in the performance of an audit of our
The laws and regulations applicable to filings made with the
SEC, including those applicable to accounting matters, are complex.
While the ultimate responsibility for the information included in
these reports rests with senior management, numerous other employees
participate in the preparation of these reports or provide
information included in these reports. We maintain disclosure
controls and procedures to ensure that the information included in
the reports that we file or submit to the SEC is collected and
communicated to senior management in order to permit timely
disclosure of the required information.
If you are requested to provide, review, or certify
information in connection with our disclosure controls and
procedures, you must provide the requested information or otherwise
respond in a full, accurate, and timely manner. Moreover, even in the
absence of a specific request, you should report any significant
information that you believe should be considered for disclosure in
our reports to the SEC.
If you have questions or are uncertain as to how our
disclosure controls and procedures may apply in a specific
circumstance, promptly contact your supervisor or a more senior
manager. We want you to ask questions and seek advice. Additional
information regarding how to report your questions or concerns
(including on a confidential, anonymous basis) is included below in
this Code under the heading “Reporting Illegal or Unethical
We do not trade in Company
stock on the basis of material, non-public information concerning the
Company, nor do we “tip” others who may trade in Company
We do not
personally take opportunities that are discovered through the use of
Company property, information, or position without the prior consent
of our Board. Our directors, officers, and employees are also
prohibited from competing with the Company.
Competition and Fair Dealing
our competition fairly and honestly by developing leading products
based on design and performance. We do not engage in unethical or
illegal business practices, such as stealing proprietary information,
possessing trade secret information that was obtained without the
owner’s consent, or inducing disclosure of this type of
information by past or present employees of other companies.
Business Entertainment and Gifts
recognize that business entertainment and gifts are meant to create
good will and sound working relationships, not to gain unfair
advantage with customers or suppliers. Neither we nor our family
members offer, give, or accept any gift or entertainment unless it:
(a) is not a cash gift, (b) is consistent with customary business
practices, (c) is not excessive in value, (d) cannot be construed as
a bribe or payoff, and (e) does not violate any laws or regulations.
Any questionable gift or invitation should be discussed with a
supervisor or, if appropriate, a more senior manager.
Discrimination and Harassment
diversity of our employees is a tremendous asset. We provide equal
opportunity in all aspects of employment and will not tolerate
discrimination or harassment of any kind. Derogatory comments based
on racial or ethnic characteristics, unwelcome sexual advances, and
similar behavior are prohibited.
Health and Safety
We strive to provide and
ensure a safe and healthful work environment by following safety and
health rules and practices and promptly reporting accidents,
injuries, and unsafe equipment, practices, or conditions to a
supervisor or more senior manager.
We do not permit violence or threatening behavior in our
workplaces. We report to work in condition to perform our duties at
our best, free from the influence of illegal drugs or alcohol. We do
not tolerate the use of illegal drugs in the workplace.
We protect confidential
information. Confidential information includes proprietary
information, such as our trade secrets, patents, trademarks,
copyrights, business, marketing plans, sales forecasts, engineering
and manufacturing ideas, designs, databases, records, salary
information, and unpublished financial data and reports, as well as
any non-public information that might be of use to competitors or
harmful to us or our customers if disclosed. It also includes
information that suppliers and customers have entrusted to us on a
confidential basis. Our personal obligation not to disclose
confidential information continues even after employment ends.
Protection and Proper Use of Company Assets
carelessness, and waste of Company assets have a direct impact on our
profitability and should be avoided. Any suspected incident of fraud
or theft should be immediately reported to a supervisor or, if
appropriate, a more senior manager for investigation. We carefully
safeguard our confidential information. Unauthorized use or
distribution of confidential information is prohibited and could also
be illegal, resulting in civil or even criminal penalties.
Payments to Government Personnel
compliance with the United States Foreign Corrupt Practices Act, we
do not give anything of value, directly or indirectly, to officials
of foreign governments or foreign political candidates in order to
obtain or retain business. We do not promise, offer, or deliver to
any foreign or domestic government employee or
official any gift,
favor, or other gratuity that would be illegal. Our General Counsel
can provide guidance in this area.
The laws or customs of other countries in which we operate may
be less clear. It is our policy to comply with those laws or customs;
however, if a local law or custom seems to contradict the principles
described in this Code, contact a supervisor or our General Counsel
Consistent with the NASD listing
requirements, only our Board may waive a provision of this Code for
our executive officers or directors, and any waiver should be
appropriately disclosed in a report filed with the SEC within five
days of the waiver. Waivers of this Code for any other employee may
be made only by an appropriate Company officer, and then only under
Reporting Illegal or Unethical Behavior
order to encourage reports of illegal or unethical behavior
(including violations of this Code), we keep all reports confidential
and do not allow retaliation for good-faith reports of possible
misconduct by others. It is also our duty to cooperate in internal
investigations of alleged misconduct.
We must all work to ensure prompt and consistent action
against unethical or illegal behavior. Oftentimes, a violation of
this Code will be easy to recognize and should be promptly reported
to a supervisor or, if appropriate, a more senior manager. However,
in some situations, it is difficult to know right from wrong. Since
none of us can anticipate every situation that will arise, it is
important that we have a way to approach a new or sensitive question
or concern. Here are some questions that can be asked:
1. What do I need to know? In order to reach the right
solutions, we must be as fully informed as possible.
2. What specifically am I being asked to do? Does it seem
unethical or improper? This will focus the inquiry on the specific
action in question, and the available alternatives. Use judgment and
common sense. If something seems unethical or improper, it probably
3. What is my responsibility? In most situations, there is
shared responsibility. Should colleagues be informed? It may help to
get others involved and discuss the issue.
4. Have I discussed the issue with a supervisor? This is the
basic guidance for all situations. In many cases, a supervisor will
be more knowledgeable about the question and will appreciate being
brought into the decision-making process. Remember that it is the
supervisor’s responsibility to help solve problems.
5. Should I seek help from Company management? Any case in
which it may not be appropriate to discuss an issue with a
supervisor, or where you would not be comfortable approaching a
supervisor with your question, discuss it with your human resources
manager in your business unit. If for some reason you do not believe
that your concerns have been appropriately addressed, you should seek
advice from our General Counsel. We have established procedures to
permit confidential, anonymous submissions of concerns with respect
to questionable accounting or auditing matters.
The Company’s good name
and reputation depend, to a very large extent, upon you taking
personal responsibility for maintaining and adhering to the policies
and guidelines set forth in this Code. Your business conduct on
behalf of the Company must be guided by the policies and guidelines
set forth in this Code.
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Availability of this Code
This Code will
be made available upon request sent to the Company’s Secretary