2003 Code of Ethics: AICOOB
It is the policy of Amcast Industrial Corporation and its subsidiaries to comply with all local, state, and federal laws governing its domestic and foreign 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 which will assist associates and directors in conducting Amcast business in accordance with law and the highest standards of business ethics. It is impossible to anticipate all the situations that might arise; therefore, the best guidelines are individual conscience, common sense, and compliance with the law. All associates, especially supervisors, should be familiar with this code and conduct Amcast activities in accordance with its principles and guidelines.
"The code" means this Code of Business Conduct.
"Committee" means the Business Practices Committee, comprised of persons appointed by the chief executive officer of the company.
"Amcast or the company" means Amcast Industrial Corporation, its domestic and foreign subsidiaries, and its joint ventures.
"Associate" means any director, officer, or employee of the company unless the context indicates otherwise.
"Immediate family" 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.
"Routine governmental action" refers to 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 Amcast.
"Confidential/proprietary information" means any information which is not generally disclosed and which is useful or helpful to the company involved and/or which would be useful or helpful to its competitors. Common examples: 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; or any plans the company may have for improving its products.
B. ACCURATE BOOKS AND RECORDS
All company payments and other transactions must be properly authorized and be accurately and completely recorded in accordance with generally accepted accounting principles and Amcast accounting policies. Associates shall not make false, incomplete, or misleading entries. Associates may be required to provide the same certification required of the chief executive officer and the chief financial officer as to reports and entries under their supervision or control. No undisclosed or unrecorded company funds shall be established for any purpose, nor should company funds be placed in any personal or non-corporate account. All company assets must be properly protected and asset records should regularly be compared with actual assets, and action taken to reconcile variances.
C. CONFLICTS OF INTEREST
It is very important for all Amcast associates to avoid any actual or perceived conflict of interest. If such a conflict develops, or an associate believes such conflict might develop, the associate should discuss the matter with his immediate supervisor or seek advice as set forth in Section III-M.
Some clear conflict of interest situations include the following:
1. Ownership interest (other than nominal amounts of stocks in publicly traded companies) in any supplier, customer, or competitor;
2. Consulting or employment relationships with any substantial customer, supplier, or competitor;
3. Outside business activity that competes with any of the company's businesses;
4.Outside activity of any type which is so substantial that Amcast may question an associate's ability to devote appropriate time and attention to company responsibilities;
5. 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. Supervising, reviewing, or having influence on the job evaluation, pay, or benefits of any member of your immediate family or person with whom you have an intimate relationship;
7. Taking advantage of an opportunity that you learned of in the course of your Amcast employment, such as acquiring property or leases that may be of interest to the company;
8. Selling or buying transactions with the company (except any normal program of disposal of surplus corporate property which is offered to associates 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 with similar terms is generally available to customers of the bank and is disclosed to the company's vice president of finance.
Note: Anything which presents a conflict for the associate would probably also present a conflict if it relates to a member of the associate's immediate family. For example, ownership of stock in competitors or suppliers, or receipt of gifts or entertainment by members of the associate's immediate family would create the same conflict of interest as if the stock were owned or the gifts received by the associate. In marginal situations, associates should discuss the situation with their supervisors to prevent misunderstandings and embarrassment at a later date.
D. ENTERTAINMENT, GIFTS, AND PAYMENTS
Amcast 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 that makes clear that the company and its representatives transact business on an ethical basis and will not seek or grant special consideration.
1. Relations with Nongovernmental Personnel
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.
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 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 manner is not prohibited. Acceptance of multi-day trips (golf, hunting, fishing, etc.) is prohibited unless approved in advance in writing by the associate's immediate supervisor.
2. Relations with Governmental Personnel
3. Relations with Representatives of Foreign Governments
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 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.
E. POLITICAL ACTIVITY
Amcast encourages all associates 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 associate to:
1. Include, directly or indirectly, a political contribution by the associate on the associate's expense account or in any other way which causes Amcast to reimburse the associate for that expense. In general, the costs 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 discussed, is against company policy and possibly illegal.
2. Use any Amcast property, facilities, or the time of the company's associates for any political activity. Examples of prohibited conduct: 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 company facilities such as meeting rooms for political purposes. Lending company property to anyone for use in connection with a political campaign.
The political process has become highly regulated. Associates who have questions about proper conduct should consult with their immediate supervisor or a member of the committee before agreeing to do anything that could be construed as involving Amcast in any political activity (U.S. or foreign) at either the federal, state, or local levels.
Amcast associates 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 to use normal working time for any political purpose.
F. SECURITIES LAWS AND INSIDER TRADING
It is both illegal and against Amcast policy for any individual to profit from undisclosed material information relating to the company or any company with whom we do business. Anyone who is in possession of any material inside information that the company has not yet disclosed to the public may not purchase or sell any Amcast securities until the information is made public. It is also against company policy for any Amcast associate with inside or unpublished material information about any supplier, customer, or a company we do business with to purchase or sell the securities of those companies. Further, it is against company policy and illegal for associates to provide such information to others for the purpose of trading in securities.
Anyone uncertain about the legal rules involving the purchase or sale of Amcast securities, or any securities in companies that you are familiar with by virtue of Amcast work, should consult with a member of the committee or the company's legal counsel before making any such purchase or sale.
All Amcast associates have an obligation to be alert to situations where others-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.
The insider trading rules do not apply to periodic purchases of the company's stock through the company's 401(k) plan as a result of an associate's election regarding same.
G. ANTITRUST LAWS
In general, the antitrust laws of the United States prohibit agreements or actions "in restraint of trade." These are 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 Amcast policy. Associates should never engage in discussions of such matters with representatives of other companies. They 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 or exports. Moreover, Amcast's international activities 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.
H. ENVIRONMENTAL LAWS
Amcast 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 is present, the objective is to comply with standards established by local, state, or federal agencies, and Amcast's environmental policy statement, provided the standards are consistent with available technology. It is the responsibility of Amcast and its associates to provide truthful and accurate information to the government authorities in connection with application for environmental permit or periodic reports required after a permit is issued.
I. EXPORT LAWS
Amcast associates 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; (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 an Amcast associate or agent having knowledge, or intending, that the goods or technology will later be transferred to another country.
As a result of the necessity of Amcast complying with U.S. Export Laws, associates should observe the following guideline: Exports may not be made to countries where the U.S. has issued trade sanctions. Associates should avoid contact with agents or representatives of those countries.
J. TRADE SECRETS AND CONFIDENTIAL INFORMATION
Associates should appropriately safeguard Amcast trade secrets and confidential information and refuse improper access to trade secret and confidential information of any other company, including competitors.
Basic guidelines for Amcast trade secret and confidential or proprietary information are as follows:
1. Discuss Amcast proprietary information with other company associates only on a need-to-know basis.
2. Disclose Amcast trade secrets or confidential information to outside people only in conjunction with appropriate trade secret or confidential information disclosure agreements (provided by the company's legal counsel).
3. Be alert to inadvertent disclosures in either social conversations or in business relations with suppliers and customers.
Guidelines regarding confidential and proprietary information of other companies are as follows:
1. Since Amcast may incur some liability, or at least embarrassment, if associates improperly disclose such confidential information, there should be a clear commercial reason for receiving the information, and it should be covered by a written agreement that protects both parties. Amcast's legal counsel can supply the documents.
2. While associates should always be alert to Amcast's competitive surroundings and obtain as much information as possible about its markets, we must do that only with sound and ethical commercial practices. Associates must never be a party to any situation in which proprietary or confidential information has been improperly obtained from any other company, such as by a former associate. If an Amcast associate is approached with an offer of confidential information that the associate has reason to believe may have been obtained improperly, the associate must immediately discuss this matter with his supervisor or the company's legal counsel.
K. GOVERNMENTAL INVESTIGATIONS AND LITIGATION
It is Amcast policy to cooperate with every reasonable and valid request by federal, state, and local governments. At the same time, the company is entitled to all the safeguards provided by the law for persons under investigation, including representation by counsel. Accordingly, if a government official requests an interview with an Amcast associate, seeks information or access to files, or poses written questions, the requestor should be told that Amcast will cooperate, but the matter must first be discussed with the company's legal counsel. Counsel will advise as to further action. The company's legal counsel must also be consulted before an associate threatens to sue or institutes litigation of any kind, and before an associate complains to a government agency about the actions of anyone else. In the event litigation is begun or threatened against the company, notify Amcast's legal counsel immediately, even if the action or the threats appear to be without merit or insignificant.
L. IMPLEMENTATION AND ENFORCEMENT OF THE CODE
1. All company officers and managers are responsible for enforcing the code within their specific areas of supervisory responsibility. They shall periodically distribute and review the code with appropriate associates under their supervision.
2. All new associates will be given a copy of the code and certify their compliance with the code.
3. Managerial associates of the company will be required annually to certify their compliance with the code. (Form attached)
4. 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 associate.
5. The Audit Committee of the Amcast Board of Directors shall annually review with management the implementation of this code and shall ensure that the directors receive objective and adequate information as to matters covered by the code.
M. ADMINISTRATION, INFORMATION, AND ASSISTANCE
1. Business Practices Committee
2. Resolving Questions
If an associate feels more comfortable submitting an inquiry or reporting a concern anonymously, the associate may do so b y sending a communication to the company's legal counsel (above) or to the company's outside legal counsel (above) or to the company's outside legal counsel (below).
Joseph M. Rigot, Esq.,
IV. RESPONSIBILITY (Also see Section III-L)
All officers and managers are responsible for implementation and enforcement of the code within their areas of responsibility.
The Audit Committee of the Board of Directors shall ensure that the company has compliance certifications for the directors.
The general counsel is responsible for overall maintenance of this policy.