Our reputation as a company is one of our most important
assets. Our reputation needs to be managed and developed with
the same care we extend to our products. This means all of our
dealings must be legal and ethical and must not in any way
compromise Valmont’s interests, its policies or its
reputation for high standards of business conduct.
expects honest and ethical conduct from all of its employees.
Good ethics are good business. Whether you work in
manufacturing, engineering, finance, marketing, sales or
administration, you should consider yourself a guardian of
Valmont’s good name. The trust and respect of everyone
with whom we work -- Valmont’s employees, customers,
suppliers, shareholders, governments and the general public --
are assets that can only be sustained through our continued
Our reputation depends on each of us
fulfilling our responsibilities to each of these
constituencies. The Valmont Code of Business Conduct sets out
guidelines for fulfilling these responsibilities. We understand
that a Code of Business Conduct cannot anticipate and address
every situation. In many situations, common sense and good
judgment are our best guide. We must all remember that when we
act on behalf of Valmont, our company’s reputation for
high standards of business conduct is in our hands.
Code of Business Conduct
of Business Conduct was adopted by our board of directors and
is intended to tell you what Valmont expects of you. This
document will not answer every specific ethical or legal
question, but it will guide you in making decisions.
Uncertainties will occur. In those situations, you should seek
guidance from the people identified in this Code of Business
Conduct. You should report unlawful conduct or unethical
conduct that violates this Code of Business Conduct to the
Business Conduct Officer.
Personal responsibility is the
core of our Code of Business Conduct. We must maintain an
attitude within the company that unlawful or unethical actions
are not acceptable. All of our employees have a responsibility
to comply with our Code of Business Conduct.
Our Code of
Conduct also applies to our directors with respect to his or
her director-related duties.
administration of our Code of Business Conduct rests with our
Business Conduct Officer. The Business Conduct Officer is
Robert Meaney, our corporate secretary, who reports on the
administration of our Code of Business Conduct to the Audit
Committee of our board of directors.
Questions about our
Code of Business Conduct should be directed to your immediate
supervisor. You should report unlawful conduct or unethical
conduct that violates this Code of Business Conduct to the
Business Conduct Officer. You may also direct inquiries to the
For employment and workplace
safety matters, you may write, email or call Robert Meaney,
Senior Vice President at Valmont Industries, Inc., One Valmont
Plaza, Omaha, Nebraska, 68154, (402) 963-1025,
For financial or accounting
matters, you may write, email or call Mark Jaksich, Vice
President - Corporate Controller, at Valmont Industries, Inc.,
One Valmont Plaza, Omaha, Nebraska, 68154, (402) 963-1040,
Any employee who has a
complaint or concern about Valmont’s accounting,
internal accounting controls or auditing matters may also
communicate such complaint or concern to Valmont’s Audit
Committee, which communications may be confidential or
anonymous and may be submitted in writing to the special
address published on Valmont’s public Web site.
You may always contact the Valmont Business Conduct
Officer. The Business Conduct Officer is Robert Meaney, Senior
Vice President and Corporate Secretary, and you can reach him
by writing, emailing or calling at Valmont Industries, Inc.,
One Valmont Plaza, Omaha, Nebraska 68154, (402) 963-1025,
Valmont will not tolerate any threats or acts of retaliation
against an employee for any report made in good faith.
Employees’ reports of Code of Business Conduct violations
will be kept confidential to the extent permitted by law and
our ability to address specific concerns. Anonymous reports
should supply detailed information to allow us to investigate
and address the concern. In some instances, employees’
names will be needed for us to properly investigate the matter.
Some investigations may not allow for complete
Any waiver of this Code
of Business Conduct for directors or executive officers may be
made only by the Audit Committee of the board of directors.
Requests for waivers from other employees should be addressed
to the Business Conduct Officer.
should be accessible to employees who wish to report any
unlawful or unethical conduct that violates this Code of
Business Conduct. Any person receiving an employee report of a
violation of this Code of Business Conduct should notify the
Business Conduct Officer of the report. Valmont will
investigate all such employee reports. You are responsible for
providing truthful information and cooperating fully in any
In connection with any investigation,
employees must not (1) interfere with the investigation, such
as by providing false, misleading or incomplete information,
concealing information or encouraging others not to contribute
to an investigation or (2) destroy or alter any information
relevant to the investigation.
of our Code of Business Conduct is a serious matter and may in
some circumstances subject Valmont or the employee involved to
civil liability or even criminal prosecution.
who violate our Code of Business Conduct may be disciplined.
Disciplinary action will be determined by the applicable
business unit management and the Business Conduct Officer based
on the circumstances involved. Disciplinary action can include
severe consequences, such as termination of employment,
suspension from employment without pay, demotion, transfer,
withholding of promotion and requiring reimbursement of damages
Working Within the Valmont Community
and Equitable Treatment
Valmont strives to build and
maintain a productive, motivated workforce by treating all
employees fairly and equitably. We select and place employees
on the basis of their qualifications for the work to be
performed. Every employee should be fair and respectful in his
or her dealings with fellow employees.
Valmont will not
tolerate harassment of its employees by anyone, including
managers, co-workers, vendors or customers. Our policies on
diversity and equal employment are set forth below.
and Equal Opportunity
Valmont recognizes that
diversity brings benefits to the company -- ways of thinking
and approaches to decision making that can make us more
successful. We value the differences among individuals and
welcome diversity within our workforce. Each Valmont manager
shall ensure that all applicants and employees are afforded an
equal opportunity in employment. We support and obey laws that
prohibit discrimination everywhere we do business.
Health and Safety
Valmont strives to provide each
employee with a safe and healthy work environment. Each
employee has a responsibility to maintain a safe and healthy
workplace for all employees. Employees should report to their
supervisor workplace accidents and injuries, as well as unsafe
equipment, practices or conditions.
threatening behavior are not permitted. Employees should report
to work in condition to perform their duties, free from the
influence of illegal drugs or alcohol. The use or possession of
illegal drugs in the workplace is prohibited.
for Valmont's Best Interests
Assets and Opportunities
Every employee has a
responsibility to protect our assets. Theft, misuse and waste
of assets have an impact on Valmont’s profitability.
Theft, embezzlement or misappropriation of Valmont property by
any employee is prohibited. Valmont equipment should not be
used for non-company business.
The obligation of
employees to protect Valmont’s assets includes its
proprietary information, such as trade secrets, patents,
trademarks, business and marketing plans, engineering and
manufacturing ideas and unpublished financial data.
Unauthorized use or distribution of proprietary information is
a violation of Valmont policy.
Employees are prohibited
from taking for themselves personally opportunities that are
discovered through the use of Valmont property, information or
position. Valmont employees may not use corporate property,
information or position for improper personal gain.
Valmont employees are expected to make
business decisions based on the best interests of the company
and not based on personal relationships or benefits. Conflicts
of interest can compromise employees’ business ethics. A
conflict of interest arises when an activity, investment,
interest or association interferes with or appears to interfere
with the independent exercise of an employee’s judgment
as it relates to Valmont’s interests. A conflict of
interest arises if an employee works for or has an ownership
interest in a competitor, customer or supplier.
must disclose any situations that may involve conflicts of
interest affecting them personally. Waivers of conflicts of
interest involving employees require the approval of the
business unit manager and the Chief Financial Officer. Waivers
of conflicts of interest involving executive officers require
the approval of the Audit Committee of the board of
Valmont requires certain of its employees to
provide an annual report on potential conflict of interest
matters. Falsifying a conflict of interest report is grounds
has developed and continues to develop and use commercially
valuable confidential and/or proprietary technical and
nontechnical information. Confidential information includes all
non-public information that might be of use to competitors, or
harmful to Valmont or its customers, if disclosed to third
parties. Confidential information includes non-public
information that suppliers and customers have entrusted to us.
Employees must maintain the confidentiality of such
information. You may not, directly or indirectly, disclose, or
use for the benefit of yourself or any other person, any of our
confidential or proprietary information.
Suppliers and Customers
Purchasing and Selling
Valmont sells its products aggressively and
honestly. The marketing of our products is based on quality,
brand recognition, fair pricing and honest advertising. Valmont
also expects to receive fair and competitive prices and quality
services from our suppliers. We select suppliers that are best
able to meet our needs based on such factors as quality, value,
best or lowest price, technical excellence, service reputation
and production capacity.
Valmont does not condone
reciprocity with suppliers or customers. The materials we
require are purchased solely on their merits, just as the
products we sell are sold solely on their merits. Personal or
family relationships should not influence purchasing or sales
entertainment and business gifts in a commercial setting are
intended to create goodwill and improve working relationships.
Such entertainment or gifts should not be used to gain an
unfair advantage with suppliers or customers. Such gifts or
entertainment should not be offered, given, provided or
accepted by any Valmont employee or family member of a Valmont
employee unless it (1) is not a cash gift, (2) is consistent
with customary business practices, (3) does not have a value in
excess of $100, (4) cannot be construed as a quid pro quo for
the purchase or sale of products, and (5) does not violate any
laws or regulations; any exceptions or waivers require the
written approval of the Business Conduct Officer. If you have
any questions concerning the appropriateness of gifts or
entertainment, you should contact your supervisor or our
Business Conduct Officer.
Valmont believes that a competitive
economy is essential to the public interest, to the interests
of the business community in general, and to Valmont
specifically. Valmont’s policy is to comply with the laws
of competition in all jurisdictions in which we operate.
employees must carry out the policy of Valmont to compete
vigorously and legally in all areas of its business operations.
No employee of Valmont has authority to engage in any conduct
inconsistent with the laws of competition or to authorize,
direct or condone such conduct by any other person. For
example, Valmont employees shall not:
Agree on or even discuss
with competitors any matter involved in competition between
Valmont and the competitor (such as sales price, credit terms,
marketing strategies, market shares or sales policies) except
in those instances where there is a bona fide purchase from or
sale to a competitor or bona fide credit checks for
commercially reasonable purposes.
Agree with a competitor to
restrict competition by fixing prices, allocating customers or
territories or any other means.
Agree with a supplier or
customer on the minimum price at which a product will be
Sell a product below cost with the intent to harm a
Working Within the Public Marketplace
Books and Records
The accurate recording of
financial and accounting information is important to investors
and to our business managers. The integrity of Valmont’s
financial reporting and accounting records is based on the
accuracy and completeness of basic information supporting
entries to our books of account. Our employees should ensure
that all accounting and financial entries accurately reflect
the transaction described by the supporting
Employees involved in creating, processing or
recording financial and accounting information are personally
responsible for the integrity of the information. The same
standards of integrity that apply to external financial
reporting also apply to the financial statements that are used
as internal management tools.
Our policy applies to all
records. You cannot make false claims on expense reports,
falsify quality or safety results, record false sales or
improperly record them early, understate or overstate assets or
liabilities, or defer recording items that should be expensed.
No entry may be made on the books and records of Valmont that
intentionally hides or disguises the true nature of any
Our financial records must conform to
generally accepted accounting principles. Questions concerning
the propriety of an entry or process can be directed to your
business unit financial officer or to Mark Jaksich, Controller,
at Valmont Industries, Inc., One Valmont Plaza, Omaha, Nebraska
68154, (402) 963-1040.
law prohibits insiders from trading securities while in
possession of material nonpublic information. Valmont’s
policy also prohibits such trading. Any employee who is aware
of material nonpublic information related to Valmont, or to
firms which are suppliers or customers of Valmont, may not buy
or sell common stock of Valmont or such other company. You may
not disclose such information to any person outside Valmont
until it has been made public. You cannot "tip"
others. Securities trading by your family members, household
members or those with whom you have a close, personal
relationship can, under some circumstances, result in legal
liability to you.
Material information is any
information that a reasonable investor would consider important
in deciding whether to buy or sell common stock. This includes
information about possible acquisitions or divestitures,
earnings, new contracts or products, expansion plans and other
important corporate developments that have not been publicly
disclosed. You should contact the Chief Financial Officer if
you have any questions concerning your buying or selling of
Valmont common stock.
Many senior-level Valmont
employees are subject to special rules on insider trading.
These employees can only buy or sell Valmont common stock
during limited periods following the release of quarterly or
annual earnings information. We advise such employees when the
"window" periods are open on a quarterly
Federal law also
restricts the manner in which Valmont releases material
information to the media, security analysts and stockholders.
Valmont has an obligation to accurately and completely convey
all material facts when speaking publicly. In order to ensure
that Valmont complies with its obligations, employees receiving
inquiries regarding material company information or Valmont’s
position on public issues should refer the request to the
Manager of Investor Relations or the Chief Financial
Working Within the Legal System
Valmont’s policy is that all
employees shall conduct business on behalf of the company in
full compliance with the laws of the many jurisdictions in
which we operate. There may be uncertainty with respect to the
scope and application of certain of the laws in some
jurisdictions. Compliance with our policy requires a good faith
effort to satisfy the intent and purpose of the applicable
laws, consistent with our policy of ethical and honest business
conduct. Any employee who acquires knowledge of a violation of
law, or who requires guidance on a matter of law, should
consult with the Business Conduct Officer.
Valmont employees are encouraged to take
an active interest in political and government activities and
to support principles, issues, parties or candidates of their
own choice. Such activity must remain separate and distinct
from employment with Valmont.
Valmont policy goes beyond
federal law, which prohibits the use of company funds, assets,
services or facilities on behalf of a federal political party
or candidate except under limited circumstances. Our policy is
that no Valmont assets -- including monetary payments,
employees’ work time, use of Valmont premises or
equipment -- may be contributed to any political candidate,
political action committee, party, or ballot measure without
the written permission of the Chief Financial Officer. A
Valmont employee will not be compensated or reimbursed, in any
form, for a political contribution that the person has
Foreign Corrupt Practices Act
Foreign Corrupt Practices Act prohibits Valmont from directly
or indirectly offering, promising to pay or authorizing the
payment of money or anything of value to foreign government
officials, parties or candidates for the purpose influencing
the acts or decisions of foreign officials. Certain minor
payments to foreign government officials, made to expedite or
secure the performance of routine governmental action, may not
violate applicable laws.
All Valmont employees, whether
located in the United States or abroad, must comply with the
Foreign Corrupt Practices Act. All managers and supervisory
personnel are expected to monitor such compliance. Any
questions concerning application of the law to particular facts
should be brought to the attention of the Business Conduct
International Trade Regulations
countries regulate international trade transactions, such as
imports, exports and international financial transactions. All
Valmont employees must comply with the laws of the country in
which they operate. You must also comply with United States
laws and regulations applicable to the conduct of business
outside the United States.
Valmont may not cooperate in
any way with an unsanctioned foreign boycott of countries
friendly to the United States. Valmont must also comply with
embargoes and trade restrictions under United States law which
restrict our ability to transact business with certain foreign
countries. Actions which cannot be taken directly may not be
taken or arranged through third parties.