Code of Conduct

Measurement Specialties, Inc.

Measurement Specialties, Inc. (the “Company”) is committed to conducting all the Company business with the utmost integrity and according to the highest ethical standards. In addition to complying with the letter of the laws where we do business, we must also comply with the spirit of these laws to avoid conduct that can even remotely suggest impropriety in business. This Code of Conduct outlines the Company’s basic business conduct policies.

All employees are expected to read this Code of Conduct thoroughly and follow it completely. All employees are required to comply with these policies by respecting the principles and observing the conduct described. Management welcomes all questions as to the scope of this Code or any other questions that implicate any form of business ethics.

The Company’s Code of Conduct applies to all directors, officers and employees of the Company. Anyone who is aware of or who suspects a violation of this Code has the duty and obligation to report such violation or suspicion to management immediately. No individual will be retaliated against for making such a report.

Individuals who fail to disclose reportable matters, who fail to cooperate with an investigation of a possible violation, who knowingly make a false report, who directly or indirectly retaliate against an individual that reports a suspected violation, or who violate the Code themselves are subject to disciplinary action, up to and including termination, and legal action, when appropriate.

General Principles

1.         Every Company employee has an obligation to conduct him or herself according to the highest ethical business standards and to comply with the Code of Conduct and all Company policies.

2.         All representations made by any Company employee on behalf of the Company must be true, complete and accurate.

3.         All Company confidential information shall be kept within the Company except as necessary to properly conduct the Company’s business.

4.         Company employees shall not buy or sell securities or an interest in property of the Company or another organization based on non-public proprietary information derived from their employment.

5.         Company assets shall be used only for those purposes that are proper under United States law and the laws in any countries in which we are conducting business.

6.         No asset or fund shall be established and no transaction consummated unless properly recorded and disclosed.

7.         All entries made to the Company’s books and records must be true, complete and accurate, consistent with generally accepted accounting principles and with no omissions.

8.         Payments of deposits for obligations for goods and services are to be made in a manner that is above reproach, is consistent with the transaction and does not place or appear to place the Company in a position that could be construed as aiding or abetting the evasion of tax obligations.

9.         No payments may be made directly or indirectly to any government official in exchange for favorable treatment.

10.      Employees involved in purchasing goods or services for the Company shall not invest in and shall not have any financial interest in any organization with which the Company does business or which is seeking to do business with the Company unless the financial interest is less than 1% of outstanding stock of a publicly traded Company. No employee shall receive any personal financial assistance from any organization with which the Company does business or which is seeking to do business with the Company.

11.      No company funds or assets may be contributed to or used to support any political candidate or political party. Additionally, no employee of the Company shall be required to contribute to or assist in support of any particular political candidate or party.

12.      All employees of the Company must comply with all acceptable and proper standards of business conduct, laws and regulations wherever they reside or visit.

13.      All employees outside activities should not conflict with his or her Company duties.

14.      Company employees should not engage in outside employment that would conflict with Company business or the employees job duties.

15.      Company employees should never put their personal interest ahead of the interests of the Company.

SPECIFIC BUSINESS PRACTICES:

Accounting and Financial Records

No unrecorded fund or asset or other improper accounts of the Company shall be established or maintained for any reason. No false or artificial entries in the Company’s books or records will be made by anyone or at anyone’s direction for any reason. All reporting of information (including but not limited to, expense reports, accounts payable, invoice transmittals, inventory summaries, client billing data, payroll data etc.) must be accurate, honest and timely and should be a fair representation of the facts. In other words:

·         Never make false or misleading entries or leave out important information, whether you are reviewing or preparing the information.

·         Always follow proper Company accounting rules, procedures and guidelines.

·         Fairly represent the nature of every transaction and the purpose of any payment.

·         Never stretch accounting principles or remain silent to protect someone who is violating the law, even if it is your manager.

No transaction or payment should be made on the Company’s behalf with the intention or understanding that the transaction or payment is other than as described in the documentation evidencing the transaction or supporting the payment.

As with all provisions for the Company’s Code of Conduct, if an employee believes that an improper accounting or financial practice or procedure exists, he or she must report such practice or procedure to management immediately.

Improper Gifts

Company policy prohibits any employee and members of their immediate family from giving to or receiving from a customer, supplier or government official, anything of significant value in order to secure or maintain business for or on behalf of the Company. However, nominal gifts that are common courtesies and entertainment that is within normal business practices are permitted.

If there is ever any doubt about whether or not a particular transaction is within the scope of this Code or the law, Company employees should contact a member of management for guidance.

Computer/E-mail/Internet

It is the common responsibility of all employees to ensure that the technology made available by the Company is used in a manner consistent with the Company’s practices and policies. Licensed or purchased computer software is not to be copied without authorization of the licensor. Software developed by, for or on behalf of the Company shall identify the Company as the owner of the intellectual property.

Computers, communication systems, telephones, fax machines and related services (such as access to the internet and voicemail) are provided as tools to allow each employee to better perform required tasks and to support the Company’s business goals and objectives. All systems and equipment are and remain the sole property of the Company. During normal business hours, these systems and equipment should be used for the proper business activities of the Company. After normal business hours, employees may use the systems and equipment for personal use provided there is no incremental cost to the Company.

Employees may not use Company provided technology for any communications, incoming or outgoing, for an illegal, offensive, discriminatory, harassing, threatening or obscene nature.

Solicitation of non-Company business or any use of the Company’s system or equipment (e.g. the internet or e-mail) for personal gain is prohibited.

Employees do not have, and should not expect to have, a right of privacy to what is contained in or passes through the Company’s computers or systems, including e-mail, voice mail, telephone and Internet connections. The Company may access software, files, documents or communications stored on its property or in its systems, including personal computers, to assure proper use and to prevent security violations.

Employees should remember that information sent over the Internet or even the Company’s e-mail system is not necessarily secure or privileged. Employees should take all necessary steps to maintain confidentiality of material whether transmitted electronically or in hardcopy including limiting distribution on a need-to-know basis, making information as confidential, diligent use of passwords, and not sending confidential information over a communication media not know to be secure protected.

Confidential Information

From time to time during the course of employment, employees may become aware of confidential information about the business affairs of the Company or other companies with which we have a relationship. Such confidential information includes any and all information and materials (regardless of media) disclosed or made available to the employee or known by the employee as a direct or indirect consequence of or through employment by the Company, including, but not limited to any and all Company proprietary information, information related to the Company’s products, services, or methods of operation, and information relating to the research, development, purchasing, accounting, marketing, merchandising, or selling activities of the Company.

All Company employees shall treat such information as confidential and shall not directly or indirectly disseminate, disclose, publish, or otherwise make available any such information or any portion thereof to any entity or person other than an employee of the Company with the need to know such information or as otherwise directed by the Company. All employees must also take reasonable precautions to prevent any unauthorized use or disclosure of confidential information.

Government Business

All employees engaged in doing business with a federal, state, provincial or local government, whether domestic or foreign, must comply with all laws, rules and regulations applicable to that relationship. It is also a violation of the law to make any false or misleading statement of claims or payment to the government.

Drug Free Workplace

It is the Company’s policy to maintain an environment free of drug and alcohol abuse. The Company shall comply with all laws prohibiting or controlling the manufacture, sale, distribution, use and possession of drugs and alcohol. Reporting to work under the influence of illegal drugs or alcohol or the use, possession, manufacture, sale, or distribution of illegal drugs or alcohol on Company premises or elsewhere while on Company business is strictly prohibited.

Environment

The Company’s policy is to comply with all applicable environmental and workplace safety laws. Toward this end, all Company employees will at all times conduct business operations in a manner that is protective of the natural environment and human health and safety.

Reporting Violations

Violations of this Code of Conduct may be reported to your manager or immediate supervisor. If you feel it would be inappropriate to report violations to your manager or supervisor, you may bring violations to the attention of the Director of Human Resources, the President or the Chairman and Chief Executive Officer of the Company. It is the responsibilities of these individuals to take appropriate action and notify management of the actions taken.

The Company maintains a hotline as part of our Sarbanes-Oxley program for anyone who wishes to be strictly anonymous in reporting suspected violations of the Sarbanes-Oxley Act. The hotline is an alternative channel available 24 hours a day 7 days a week. It is operated by National Hotline Services, an independent firm. The toll free hotline number in the US is 1 800 826 6762. In order to reach the toll-free number from a foreign country, please dial the AT&T USA direct access code of the country of the call’s origin. In order to obtain a current and comprehensive list of USA direct access codes, please visit http://www.usa.att.com/traveler/index.jsp.