Corporate Compliance and Code of Ethics Policy

 

 

I. OVERVIEW OF CORPORATE COMPLIANCE POLICY.

 

GENERAL

Thomas Industries Inc.'s long and successful history is the result of sound philosophy regarding the way we conduct ourselves and do business. Thomas Industries is a good corporate citizen and fully complies with the laws and regulations to which we are subject in the various locations where we conduct business activities.

 

In the policies that follow, the references to the laws of the United States and the other countries where Thomas Industries does business reflect the reality that a global company is regulated by many different laws at the same time. This policy provides sustainable development guidelines for business conduct and summarizes important policies and legal obligations. By acting consistently with these policies, we can each do our part to assure that Thomas Industries earns its reputation as a company with the utmost integrity. Thomas Industries and its employees will act at all times in an honest and ethical manner and in accordance with all company policies. In some instances, there may be a conflict between applicable laws of two or more countries. When any employee encounters such a conflict, it is especially important to consult immediately with senior management to resolve that conflict properly.

 

In light of the fact that new laws are enacted, existing laws are modified and situations change, Thomas Industries reserves the right from time to time to modify, change and/or amend this Corporate Compliance Policy as appropriate or necessary.

 

SCOPE, DETECTION, AND DETERRENCE

This policy applies to all employees, directors, agents and representatives of Thomas Industries Inc. worldwide and all employees of majority-owned subsidiaries of Thomas Industries Inc. in or outside the United States (collectively, "Thomas Industries" or the "Company"). Employees who violate this policy are subject to disciplinary action including termination of employment. It is each employee's responsibility to know and understand the legal and policy requirements as they apply to his or her job. It is each employee's responsibility to bring violations or suspected violations of this Corporate Compliance Policy to the attention of senior management. Thomas Industries will take appropriate action in response to any violations to ensure full compliance with relevant laws.

 

II. SPECIFIC COMPLIANCE OBJECTIVES

 

IMPROPER PAYMENTS

Thomas Industries employees shall not offer anything of value to obtain any improper advantage in selling goods and services, conducting financial transactions or representing Thomas Industries' interests, nor allow, encourage or enlist any agent or third party to do the same.

 

With respect to transactions involving governmental authorities, the U.S. Foreign Corrupt Practices Act ("FCPA") prohibits bribery by or on behalf of a U.S. person or company of government or political officials. FCPA makes it illegal to make, offer or agree to offer anything of value to any government official, political party or official thereof, or candidate for governmental office in order improperly (i) to obtain, retain or direct business to any business enterprise or person or (ii) to obtain an advantage. Thomas Industries will not permit any such activity and will not approve any such activity by any of its entities, whether conducted directly by employees or indirectly through agents, representatives or persons acting as intermediaries.

 

Please note that the FCPA may apply not only to payments of money, but also to less direct benefits, such as the employment of a local company owned by a member of a government official's family, the provision of an educational scholarship to a member of a government official's family, or the provision of a loan to a government official at better-than-market terms. Employees must also carefully consider the propriety of any entertainment of government officials, any payment or reimbursement of their travel or related expenses, or any gifts to such persons. The legality of such payments under local law should also be considered.

 

Certain types of "Facilitating Payments" may not violate the FCPA if such payments are customary and necessary in a country outside the United States to obtain governmental services to which Thomas Industries is legally entitled, whereas payments to government officials may not be made for purposes of obtaining or maintaining business. Facilitating Payments are defined as tips or gratuities (in cash or property) paid to low-level government employees to expedite or to assure performance of their official duties. For example, tips paid to local customs officers for helping to expedite entries of goods would not be considered a violation of the FCPA. Such facilitating payments only secure services to which the company or subsidiary is legally entitled and therefore do not constitute bribery of governmental employees under the FCPA. Conversely, for example, payments to a customs official for purposes of obtaining a contract to sell goods or services to the customs authority would be a clear violation of the FCPA. Employees and agents of the company must also consider that while facilitating payments may not be prohibited by the FCPA, such payments may violate the laws of the country concerned and, if so, such payments must not be made.

 

A violation of the FCPA can result in severe civil and criminal consequences and penalties for Thomas Industries and the entity involved, as well as those individuals who were involved or who failed to act appropriately, including the managers and supervisors.

 

TRANSACTING INTERNATIONAL BUSINESS

The policy of Thomas Industries in its international business dealings requires compliance with the laws and regulations of the countries in which it operates. Employees of all Thomas Industries affiliates shall follow relevant international trade control regulations, including shipping and import documentation, reporting and record retention requirements of all countries in which Thomas Industries entities conduct business. In all its dealings Thomas Industries abides by all the United States laws and regulations including anti-boycott and international embargo regulations. Failure to comply with all such requirements may subject Thomas Industries and its employees to fines, penalties, contract termination, expulsion, and other severe liabilities.

 

U.S. Trade Sanctions and Export Controls

U.S. law currently restricts trade (importing and exporting) in goods, technology, and services by U.S. persons and entities with certain countries, including Cuba, Iran, Libya, Sudan, Syria, North Korea, Angola, Burma, and Liberia. U.S. law also restricts trade with certain designated entities and individuals. The U.S. government modifies the lists of sanctioned countries, entities, and individuals from time to time, so the restrictions applicable to our business may be changed periodically, in which case our policies will change accordingly. Under current law, absent express authorization from the U.S. government, no U.S. company or U.S. person may do business with Cuba, Iran, Libya or Sudan and, in many circumstances, with the other countries identified above. With respect to Cuba, particularly, no U.S. company/person or a foreign-based subsidiary of a U.S. company may engage in business with Cuba without a license from the U.S. government. Accordingly, it is Thomas Industries policy that no Thomas Industries affiliate may engage in business with Cuba or Cuban nationals without a license from the U.S. government.

 

U.S. law also imposes licensing and/or notification requirements for exporting certain goods, technology, or services from the United States to certain countries. Where exports from the United States are prohibited (as discussed above) or restricted by licensing or other controls under U.S. law, reexports from third countries of such shipments originating from or transshipped through the United States also are so prohibited or restricted. In these circumstances, the U.S. export controls apply to foreign companies, including Thomas affiliates located outside the United States. Accordingly, it is Thomas Industries policy for all Thomas Industries affiliates to abide by the U.S. export controls pertaining to (1) U.S.-origin goods/technology/services, (2) goods/technology/services shipped from or through the United States, and (3) transactions in which U.S. persons are involved.

 

In accordance with this policy, no Thomas Industries entity may:

 

 

 

Knowingly export, reexport, or otherwise disclose, directly or indirectly, any Thomas Industries technical data which is not otherwise available to the general public;

Allow the direct product of such technical data to be shipped directly or indirectly to any prohibited country, person or entity as may be designated from time to time by the United States government; or

Allow any U.S.-origin products or products received from the United States to be reexported to or used as component parts in products which will be exported to any prohibited country, person or entity as may be designated from time to time by the United States government.

 

U.S. Antiboycott Laws

U.S. export law also prohibits compliance with boycotts that are not approved by the United States government. Primarily, this prohibits compliance with the Arab boycott of Israel. These antiboycott provisions apply to all "U.S. persons," defined to include individuals and companies located in the United States and their foreign affiliates. These persons are subject to the law when their activities relate to the sale, purchase, or transfer of goods or services (including information) within the United States or between the U.S. and a foreign country. This covers U.S. exports and imports, financing, forwarding and shipping, and certain other transactions that may take place wholly outside the United States. Prohibited boycott requests -- e.g., terms requiring disclosure of Israeli connections, prohibitions against doing business with Israel, etc. in letters of credit, contracts, requests for proposal, etc. -- must be disclosed to the U.S. Commerce Department. Accordingly, such requests must be brought to the attention of Thomas Industries management. The U.S. tax law separately imposes penalties (loss of certain U.S. income tax benefits for Thomas Industries) for compliance with boycotts unapproved by the U.S. government. The tax law antiboycott provisions generally apply to all U.S. taxpayers and their related companies -- i.e., to Thomas Industries and its affiliates.

 

Accordingly, Thomas Industries policy prohibits all Thomas Industries affiliates from compliance with any boycott not sanctioned by the U.S. government and requires prompt reporting to senior management upon receipt of boycott requests.

 

Contracts, Agreements, and Payments in International Business

Employees of all Thomas Industries entities must carefully scrutinize all agent or consultant agreements. Use of agents or consultants to assist in the conduct of business in foreign countries is an accepted practice. Agent and consultant agreements shall contain all provisions required by applicable law to assure compliance with the United States and local laws and regulations.

 

Payments of commissions, rebates and discounts shall be made only upon performance in accordance with contractual agreements and shall not be paid in cash, but only by check or by wire transfer. Such payments shall be paid only to agents, consultants or customers named in contractual or sales agreements and not to individuals associated directly or indirectly with the business transaction. Payments may not be deposited in an agent's, consultant's, or customer's bank account in a country other than where such person or company normally conducts business.

 

U.S. laws and the laws, regulations and policies of each country and locality in which Thomas Industries entities do business may affect the rights and obligations resulting from contracts and other agreements. Accordingly, employees of all Thomas Industries entities must consult with management in drafting and before concluding any contracts, agreements, and arrangements of any kind to be entered into with agents, sales representatives, brokers, or consultants.

 

BUSINESS RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS

All officers and employees must select suppliers on the basis of open and competitive bidding. Opportunity should be provided to small businesses and businesses owned by minorities, women and the disadvantaged. Officers and employees must avoid potential conflict of interest in selection of suppliers, and must not give or accept money, gifts or other items of value except in strict compliance with business guidelines. Business must only be conducted with suppliers who comply with local and other applicable legal requirements and any additional standards set by Thomas Industries relating to labor, environment, health and safety, improper payments and intellectual property rights.

 

COMPLIANCE WITH ANTITRUST AND COMPETITION LAWS

An essential part of Thomas Industries policy is that all employees strictly comply with the antitrust and competition laws of the European Union, the United States, and the numerous other jurisdictions that have countries in which Thomas Industries does business. Antitrust laws are designated to prohibit agreements among companies that fix prices, divide markets, allocate customers or otherwise impede or destroy competition. Antitrust law issues may be very complex. This policy is intended to give Thomas Industries employees an understanding of the fundamental requirements of these laws and the company's policy of compliance with them.

 

 

UNITED STATES SECTION

 

The antitrust laws of the United States are of primary concern to Thomas Industries' U.S. operations. However, it should be noted that to the extent Thomas Industries' U.S. operations directly or indirectly affect other countries, these effected countries will have jurisdiction to apply their antitrust or competition laws to the activities of Thomas Industries' U.S. operations.

 

U.S. Antitrust Law

 

The Sherman Act of the United States generally provides that every contract, combination, or conspiracy that unreasonably restrains trade or commerce is illegal. Agreements among competitors to fix prices or divide business are clear violations of the Sherman Act and usually result in criminal punishment. In order to assure compliance with the Sherman Act, it is Thomas Industries policy that:

 

Employees do not enter into any agreement or discussion -- formal or informal, direct or indirect, written or oral -- with any competitor to allocate sales, purchases, markets, customers, or territories, fix, stabilize, control or otherwise restrict and affect prices, or regarding any aspect of the competition between Thomas Industries and the competitor for sales to third parties.

 

Certain supply and distribution practices raise potential competition concerns. These include resale price maintenance, exclusive distribution, exclusive dealing, tying and territorial customer restrictions.

 

Employees do not enter into Agreements with customers or distributors that restrict a customer's or distributor's resale prices.

Agreements with distributors on territory, customer selection or other distribution practices such as tying or exclusive dealing may be unlawful depending on the circumstances.

 

 

There shall be no agreement or understanding about business relationships with one customer when talking with another customer. In every selling situation, Thomas Industries will decide alone whether it will sell or not sell to a particular customer.

 

The Robinson-Patman Act of the United States generally provides that it shall be unlawful to discriminate in price either directly or indirectly between different purchasers of commodities of like grade and quality where the affect of such discrimination may substantially lessen competition, tend to create a monopoly, or injure or prevent competition with any person who either grants or knowingly receives the benefits of such discrimination. In order to assure compliance with the Robinson-Patman Act, it is Thomas Industries policy not to discriminate in price between customers who are in competition with each other in the same area within the United States unless such discrimination is required in order to meet the bona fide price of a competitor or unless such discrimination can be cost justified.

 

The Clayton Act of the United States generally prohibits tie-in sales such as conditioning the sale of one product on the sale of another where the effect of such tie-in sales may substantially lessen competition or tend to create a monopoly. Accordingly, it is Thomas Industries policy not to require a customer to purchase one product in order to obtain another product.

 

The Federal Trade Commission Act of the United States prohibits unfair methods of competition including false and misleading advertising. It is against Thomas Industries policy to seek increased sales by disparaging the products and services of other companies. Accordingly, it is Thomas Industries policy that no false or misleading advertising will be permitted in sales of its products.

 

International Antitrust Enforcement

 

Practices and transactions that directly or indirectly affect another country may be subject to foreign antitrust or competition laws of the country involved or of a multinational organization such as the European Community.

 

Penalties for Non-compliance

 

The criminal penalties for violation of the antitrust laws are severe. For instance:

 

Individuals involved in a violation such as price-fixing, the maximum penalty of three years in prison and a fine of up to the greatest of (1) $350,000, (2) twice the pecuniary gain the individual derived from the crime, or (3) twice the pecuniary loss caused to victims of the crime.

Corporations can be fined up to the greatest of three alternatives: (1) $10 million, (2) twice the pecuniary gain the corporation derived from the crime, or (3) twice the pecuniary loss caused to victims of the crime. A corporation involved in an antitrust violation may also be subjected to civil suits for treble damages, which may result in judgments against it for millions of dollars. Other consequences can include limitations in the conduct of its business for an extended period of time and debarment from government sales.

Violations of the competition laws of other countries are also severe. For example, the EC may impose a fine of up to 10% of the worldwide turnover of the entire Thomas Industries group for the year preceding the EC decision. Violations of the EC Treaty can also expose companies to civil suits in the various national courts of the EC member states.

 

 

EUROPEAN SECTION

 

The antitrust and competition laws of Europe are of primary concern to Thomas Industries' European operations. However, it should be noted that to the extent Thomas Industries' European operations affect other countries such as the United States through imports or otherwise, these effected countries will have jurisdiction to apply their antitrust or competition laws to the activities of Thomas Industries' European operations.

 

European Community Competition Law

 

Article 81 of the European Community Treaty ("EC Treaty") prohibits agreements and other concerted practices between companies that prevent, restrict, or distort competition within the European Community ("EC").

 

The primary purpose of Article 81 is to ensure that Thomas Industries does not enter into agreements that restrict competition and Thomas Industries acts independently of its competitors.

 

In order to assure compliance with the Article 81 of the EC Treaty, the Thomas Industries policy is the same as in the United States as follows:

 

 

 

Employees do not enter into any agreement or discussions -- formal or informal, direct or indirect, written or oral -- with any competitor to allocate sales, purchases, markets, customers, or territories, fix, stabilize, control or otherwise restrict and affect prices, or regarding any aspect of the competition between Thomas Industries and the competitor for sales to third parties.

 

Certain supply and distribution practices raise potential competition concerns. These include resale price maintenance, exclusive distribution, exclusive dealing, tying and territorial customer restrictions.

 

Employees do not enter into agreements with customers or distributors that restrict a customer's or distributor's resale prices.

Agreements with distributors on territory, customer selection, or other distribution practices such as tying or exclusive dealing may be unlawful depending on the circumstances.

 

 

There shall be no agreement or understanding about business relationships with one customer when talking with another customer. In every selling situation, Thomas Industries will decide alone whether it will sell or not sell to a particular customer.

 

In addition to the above three policy points which are the same as in the United States, the EC has significant concerns about horizontal or vertical agreements that allocate territories or restrict trade between member states. The EC strictly enforces competition laws against agreements that grant absolute territorial protection for customers or distributors--even where such agreements are entirely lawful under U.S. antitrust law.

 

Article 82 prohibits abuses of a dominant position within the EC by one or more companies. A dominant position in the market is when a company, due to its market power and high market share, can act independently of its competitors, its customers, and ultimately the consumers in the relevant market. Thus, in markets in which Thomas Industries has a high market share, it is important that employees do not engage in price discrimination or price gouging, refusals to supply, discriminatory rebate schemes, predatory pricing or other activities that would reduce and impede effective competition or constitute unfair or unreasonable treatment of customers or suppliers.

 

Within the European Union, both the EC Treaty and the national laws of the member states apply. The laws in the member state countries generally prohibit similar kinds of activities as the EC Treaty where conduct affects a specific country, the conduct should be reviewed with counsel under the laws of that country.

 

International operations, practices and transactions that directly or indirectly affect the United States commerce are subject to the jurisdiction of the United States antitrust laws and must comply with company antitrust policy.

 

Penalties for Non-Compliance

 

The EC may impose significant fines on companies for violations. The maximum fine is 10% of worldwide turnover of the entire Thomas Industries group for the year preceding the EC decision. Violations of the EC Treaty can also expose companies to civil suits in the various national courts of the EC member states.

 

To the extent agreements or conduct also violates U.S. law, it is subject to U.S. penalties for non-compliance as detailed above in the United States Section.

 

 

WORLD WIDE

 

It is the responsibility of every member of Thomas Industries management to adhere to this policy and bring it to the attention of employees on a regular basis. All employees of Thomas Industries are expected to comply with all applicable laws, policies and treaties, as well as competition law decrees, orders and undertakings affecting Thomas Industries and its employees. All employees shall avoid any conduct that violates or might give even the appearance of violating the antitrust laws.

 

CONFLICT OF INTEREST

Personal interest of employees must not influence or appear to influence company transactions and an employee's decisions must be made solely in the best interest of Thomas Industries. This policy has been established to guide employees in their actions and relationships so that they will avoid even the appearance of having their judgment or performance of duties compromised.

 

A conflict of interest occurs whenever an employee permits the prospect of direct or indirect personal gain to influence and interfere with the employee's objectivity in performing company duties and responsibilities. While it is not practicable to specify every action, which might create a conflict, the following situations are considered to have that potential and must be avoided.

 

Holding a financial interest in a business concern that is a supplier, customer, partner, subcontractor, or competitor of Thomas Industries, where the employee could personally affect Thomas Industries' business with that concern.

 

Acceptance by (or giving by) an employee or member of his or her family from (or to) any individual doing or seeking to do business with Thomas Industries of any loan (other than from an established banking or financial institution), guarantee of loan, payment, service, excessive entertainment, travel, or gift of more than nominal value. This does not preclude exchange of token gifts or entertainment that conforms to customary industry practice, provided such exchange does not appear to obligate the employee, Thomas Industries or any associated third party.

 

Employment by a competitor, regardless of the nature of that employment. While an employee may be directed to work with a supplier, customer, or others in furtherance of Thomas Industries' interest without creating a conflict, such direction must be by a Thomas Industries officer.

 

Placement of Thomas Industries' business of any kind with a company owned or controlled by an employee or a member of his or her family, unless such placement is by competitive bidding.

 

Conflict may arise when ownership by an employee or a family member in a company that is a competitor, customer, or supplier of Thomas Industries or an affiliate thereof exceeds more than one percent of such entity's listed or publicly held securities or from ownership in a company whose transactions with Thomas Industries or an affiliate thereof are a material portion of such company's total volume.

 

Participation in any activity that might lead to or give the appearance of unapproved disclosures of Thomas Industries' proprietary information or proprietary information owned by others who have entrusted such information to Thomas Industries.

 

Any diversion of a business opportunity by the employee to his or her own self or to others in areas where Thomas Industries conducts business or where the employee may reasonably anticipate Thomas Industries will conduct business in the future.

 

Receiving gifts and personal discounts or other benefits from suppliers, customers, or competitors not available to the general public or similarly situated Thomas Industries employees.

 

Thomas Industries must have complete information at all times about significant financial interests of its employees in organizations with which it does business, seeks to do business, or competes. Employees shall make a written disclosure to the manager regarding any outside activities, financial interests or relationship that may present a possible conflict of interest or the appearance of a conflict. Employees must obtain necessary approvals before accepting any position as an officer or director of an outside business concern.

 

All levels of company and subsidiary management are responsible for:

 

Maintaining constant awareness of potential conflict of interest problems;

 

Encouraging timely disclosure by subordinates in doubtful cases; and

 

Initiating prompt action if any potential conflict of interest situation arises.

 

Please see our Conflict of Interest policy on the Thomas Industries Website.

 

INSIDER TRADING

It is both illegal and cause for discharge for an employee to buy or sell securities for his or her own account when the employee possess material inside information about the securities of the corporation issuing the securities (including Thomas Industries) or to communicate such information to another person who then in turn buys or sells such securities (known as tipping). Employees must not disclose inside information to anyone outside Thomas Industries (including family members) except when such disclosure is needed to enable Thomas Industries to carry out its business properly and effectively, and appropriate steps have been taken by Thomas Industries to prevent misuse of the information. Individuals who are entitled to such information include other employees, attorneys, accountants or other officially employed agents of Thomas Industries who need the information in the course of company business.

 

Generally, material inside information is nonpublic information about anything that could affect a company's stock price, including the existence of negotiations on an important transaction, a pending or prospective merger, acquisition, tender offer, disposition or joint venture; a stock split; a substantial contract award or termination; an earning announcement or change in dividend policy; a significant product development; the gain or loss of a significant customer or supplier; filing of a bankruptcy petition; or a major lawsuit or claim.

 

All information learned from these sources shall be assumed to be material unless and until employee has been advised otherwise. Any nonpublic information about a company that would influence an employee's decision to buy or sell that company's stock or other securities probably is inside information. So long as material information is nonpublic, an employee and members of the employee's immediate family and others who have received the information from the employee are not permitted to trade in the securities. If an employee is uncertain about whether he or she possess material inside information about Thomas Industries, the employee must consult with the Chief Financial Officer before buying or selling securities.

 

Insider trading, insider dealing and stock tipping are both civil and criminal offenses in most countries. Thomas Industries employees are expected to adhere to all insider trading laws applicable anywhere in the world. This policy statement has been prepared with particular reference to the United States law. This policy applies to the United States securities traded outside the United States as well. It is each employee's responsibility to be familiar with the insider trading laws of all countries where he or she is trading securities, either professionally or personally.

 

No director, officer or general manager of Thomas Industries may purchase or sell any security of Thomas Industries during the period beginning on the fifteenth day of the last month of each fiscal quarter (e.g. March 15, June 15, September 15, and December 15) and ending two business days after Thomas Industries earnings for such fiscal quarter or fiscal year-end are released to the public, other than to a pre-approved trading plan that complies with SEC rules and regulations, including SEC Rule 10b5-1. The Corporate Secretary will advise in writing each person subject to this prohibition when the black out period ends for each fiscal quarter. This prohibition applies whether or not the director, officer or general manager is in possession of material non-public information.

 

The prohibitions outlined above apply to charitable and non-charitable gifts and the exercise of stock options for all directors, officers and general managers unless the options are exercised by payment of cash and the Thomas stock is not sold until after any black out period.

 

All directors, officers and general managers are required to notify the Corporate Secretary prior to any purchase or sale of Thomas stock. Directors and certain officers are required to report transactions in Thomas stock to the Securities and Exchange Commission on Form 4 within two business days of any Thomas stock transaction. The Corporate office will prepare and file these forms on the directors and officers behalf after the transaction is complete.

 

If any employee has any questions regarding our policy, it is important to consult our Chief Financial Officer.

 

Please see our Policy Statement Regarding Corporate Information and Insider Trading set forth on the Thomas Industries website.

 

WORKING WITH GOVERNMENTS

Thomas Industries products are often purchased by many national, state and local governments, including government-owned enterprises. It is Thomas Industries' policy to abide by all applicable laws and regulations associated with government contracts and transactions. Employees shall not deviate from contract requirements without the written approval of the authorized government officials. All statements and representations made to government procurement officials must be accurate and truthful, including cost, pricing data and other financial data. Anyone providing goods or services for Thomas Industries on a government project or contract such as distributors, agents, consultants, independent contractors and subcontract labor must comply with this policy.

 

PROPRIETARY INFORMATION

Information of a proprietary nature which has been developed or acquired by Thomas Industries and is not freely available to others is a valuable asset that must be protected from theft or inadvertent loss. All employees must take steps to safeguard this information.

 

Disclosure of such information could destroy its value to Thomas Industries and weaken Thomas Industries' competitive position. Proprietary information includes patents, trademarks, trade secrets, research data, copyrights, product specifications, manufacturing techniques, marketing strategies, cost information, financial budgets, long range plans, customer lists or information, as well as other technical, business and financial information which Thomas Industries either wishes to keep confidential or is under an obligation to keep confidential.

 

Thomas Industries relies upon its employees to maintain the confidentiality of proprietary information. The disclosure of proprietary information to anyone outside Thomas Industries is strictly prohibited except in exceptional circumstances where Thomas Industries has a need for outside parties to know. Any such disclosure may only be made with the prior approval of the Chief Financial Officer and only if the outside party is obligated not to disclose or use the information in any unauthorized manner. Additionally, any employee who terminates employment with Thomas Industries is under obligation to continue the safeguarding of Thomas Industries proprietary information and may not use or disclose such information to outsiders under any circumstances or at any time.

 

Within Thomas Industries the disclosure of proprietary information must be limited to those employees who need the information to perform their jobs.

 

In addition to protecting Thomas Industries' proprietary information, Thomas Industries respects the valid intellectual property rights of others. Unauthorized use of the intellectual property rights, proprietary information and trade secrets of others may expose Thomas Industries to civil law suits and damages. In many countries, theft and misappropriation of intellectual property and other proprietary information may result in significant fines and criminal penalties to both Thomas Industries and to the employee.

 

Thomas Industries employees shall not use competitive information received privately or in small group discussions, and shall not use information if it is reasonably believed or is stated to be secret or confidential. Employees of Thomas Industries must not induce employees or former employees of competitors to provide confidential information through social relationships and must refuse any such information offered to them if an obligation of confidentiality is imposed. Employees also shall not question any fellow employee to gain confidential information about a previous employer.

 

The United States Economic Espionage Act of 1996 is a federal law, which makes the theft of trade secrets a crime punishable by fines of up to $5 million for corporations and ten years' imprisonment for individuals. Each employee must adhere strictly to the requirements of the act and all laws relating to fair business competition.

 

FAIR EMPLOYMENT PRACTICES

Thomas Industries is committed to following the applicable labor and employment laws, which include laws pertaining to prohibition of forced, compulsory and child labor; recognition of the right to engage in collective bargaining; and the laws that pertain to any improper employment discrimination. Thomas Industries shall not use child or forced labor in any of its global operations or facilities. Thomas Industries shall not tolerate unacceptable worker treatment, such as exploitation of children, physical punishment or abuse, or involuntary servitude. Thomas Industries is against all forms of illegal discrimination and is committed to provide equal employment opportunity for employees at all levels with respect to issues of race, color, religion, gender, age, national origin, citizenship, sexual orientation and disability.

 

Managers are expected to comply with all local laws and regulations relating to employment and personnel practices and to affirmatively support the social philosophy of employment underlying this policy.

 

ENVIRONMENT, HEALTH AND SAFETY

Compliance with the Environmental, Health and Safety ("EHS") laws and regulations is a high priority for Thomas Industries. Thomas Industries seeks to achieve clean, safe and incident-free operations at all of its worldwide sites.

 

Each employee is expected to follow Thomas Industries' policy and procedures, as applicable, as well as all local laws and regulations with respect to these matters.

 

CONCLUSION

This booklet provides guidelines for ethical and business conduct in broad areas of concern. No single set of rules can provide explicit guidance for every situation that may be faced by a global company like Thomas Industries. Ultimately, employees must use good judgment in everything they do.

 

It is each employee's responsibility to know and understand legal and policy requirements as they apply to his or her job, and to notify management when he or she believes a violation of law or policy has occurred. Always remember that violation of Thomas Industries policy can subject you or the company to severe criminal penalties or civil sanctions.

 

III. CODE OF ETHICS APPLICABLE TO SENIOR EXECUTIVES

 

It is critical to the success of the Company and in the best interests of its shareholders that its employees conduct themselves honestly and ethically. In particular, each member of the Company's senior executive team including but not limited to, the Chief Executive Officer, the Chief Financial Officer and the principal accounting officer (the "Executive Team"), are required to observe the highest standards of ethical business conduct, including strict adherence to this Code of Ethics Applicable to Senior Executives and the Company's Corporate Compliance Policy applicable to all employees. Accordingly, each member of the Executive Team must comply with the letter and spirit of the following:

 

Each member of the Executive Team will act at all times honestly and ethically, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. For purposes of this Code, the phrase "actual or apparent conflict of interest" shall be broadly construed and include, for example, direct conflicts, indirect conflicts, potential conflicts, apparent conflicts and any other personal, business or professional relationships or dealings that has a reasonable possibility of creating even the mere appearance of impropriety.

 

Each member of the Executive Team must ensure that all reasonable and necessary steps within his or her areas of responsibility are taken to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to the Securities and Exchange Commission or state regulators, and in all other regulatory filings. In addition, each member of the Executive Team must provide full, fair, accurate, and understandable information whenever communicating with the Company's shareholders or the general public.

 

All members of the Executive Team must conduct Company business in compliance with all applicable federal, state, foreign and local laws and regulations.

 

Members of the Executive Team shall not directly or indirectly take any action to fraudulently influence, coerce, manipulate or mislead the Company's independent public auditors for the purposes of rendering the financial statements of the Company misleading.

 

It is each Executive Team member's responsibility to notify promptly the Chair of the Board of Director's Audit Committee regarding any actual or potential violation of this Code by any member of the Executive Team or any actual or potential violation of the Company's Corporate Compliance and Code of Ethics Policy by any employee, which is material or significant in nature. It is the duty of the Chairman of the Board of Director's Audit Committee to conduct or seek a thorough investigation of the alleged violation by an appropriate disinterested party. All members of the Executive Team are responsible for ensuring that their own conduct complies with this Code.

 

Anyone who violates the provisions of this Code by engaging in unethical conduct, failing to report conduct potentially violative of this Code or refusing to participate in any investigation of such conduct, will be subject to disciplinary actions, up to and including termination of service with the Company. Violations of this Code may also constitute violations of law and may result in civil or criminal penalties for a member of the Executive Team or the Company.

 

The Board of Directors of the Company shall be responsible for the administration of this Code and shall have the sole authority to amend this Code and grant waivers of its provisions. Waivers will be disclosed as required by the Securities Exchange Act of 1934 and the rules thereunder and the applicable rules of the New York Stock Exchange.