CODE OF ETHICS AND BUSINESS CONDUCT
The Board of Directors of Servotronics, Inc. (the
"Board of Directors") has adopted this Code of Ethics
and Business Conduct (the "Code"), which is applicable
to all directors, officers and employees, to:
- promote honest and ethical conduct, including
the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships;
- promote the full, fair, accurate, timely and
understandable disclosure in reports and documents that the Company
files with, or submits to, the SEC, as well as in other public
communications made by or on behalf of
- promote compliance with applicable governmental
laws, rules and regulations; and
- require prompt internal reporting of breaches
of, and accountability for adherence to, this Code.
This Code may be amended only by resolution of
the Company's Board of Directors. In this Code, references to (a)
the "Company" means Servotronics, Inc. and its subsidiaries,
(b) the "Audit Committee" means the Audit Committee of
the Board of Directors and (c) "person" means a director,
officer or employee of the Company.
2. Honest, Ethical and Fair Conduct
Each person must:
- Comply with the requirements of applicable
accounting and auditing standards, as well as Company policies,
in the maintenance of a high standard of accuracy and completeness
in the Company's financial records and other business related
information and data.
- Deal fairly with the Company's customers, suppliers,
competitors and employees.
- Protect the assets of the Company and use them
for proper purposes.
- Maintain the confidentiality of the Company's
information where required or in the Company's interests, except
where disclosure is mandated by applicable laws, rules or regulations
or is approved by the Chief Executive Officer.
- Refrain from taking for themselves opportunities
that are discovered through the use of corporate assets unless
the opportunity is first declined by the Company or the Board
of Directors has approved the transaction.
- Avoid conflicts of interest whenever possible.
The Board of Directors shall be the ultimate authority as to whether
a conflict of interest exists. If the Board of Directors identifies
a specific circumstance concerning conflicts of interest issues
which, in its judgment, merits supplementary written clarification
or guidance, it may issue such clarification or guidance for the
purpose of informing all persons affected by this Code.
It is understood that some transactions which
may be actual or apparent conflicts of interest may be necessary
or advantageous to the Company. Those transactions will not be considered
a violation of this Code if approved by the Board of Directors.
The Company intends that the contents of and the
disclosures in the reports and documents that the Company files
with the Securities and Exchange Commission (the "SEC")
and other public communications shall be full, fair, accurate, timely
and understandable in accordance with applicable disclosure standards,
including standards of materiality, where appropriate. Each person
must not knowingly misrepresent or knowingly cause others to misrepresent
facts about the Company to others, whether within or outside the
Company, including to the Company's independent auditors, governmental
regulators, self-regulating organizations and other governmental
officials, as appropriate.
In addition, the Chief Executive Officer, the
Chief Financial Officer, and each other person that typically is
involved in the financial reporting of the Company must familiarize
himself or herself with the disclosure requirements applicable to
the Company as well as the business and financial operations of
Each person must promptly bring to the attention
of the Chairman of the Audit Committee any information he or she
may have concerning (a) significant deficiencies in the design or
operation of internal and/or disclosure controls which could adversely
affect the Company's ability to record, process, summarize and report
financial data or (b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls.
The Company's policy is to comply with all applicable
governmental laws, rules and regulations. Each person has the responsibility
to adhere to the standards and restrictions imposed by those laws,
rules and regulations, including those relating to accounting and
5. Reporting and Accountability
The Audit Committee is responsible for applying
this Code to specific situations in which questions are presented
to it and has the authority to interpret this Code in any particular
situation. Any person who becomes aware of any breach of this Code
is required to notify the Chairman of the Audit Committee promptly.
Failure to do so is itself a violation of this Code.
Specifically, each person must notify the Chairman
of the Audit Committee promptly of any existing violation of this
The Company will follow the following procedures
in investigating and enforcing this Code and in reporting on the
- The Audit Committee will take all appropriate
action to investigate any breaches reported to it.
- If the Audit Committee determines that a breach
has occurred, it will inform the Board of Directors.
- Upon being notified that a breach has occurred,
the Board of Directors will take or authorize such disciplinary
or preventive action as it deems appropriate, after consultation
with the Audit Committee and counsel, up to and including dismissal
or, in the event of criminal or other serious violations of law,
notification of the SEC or other appropriate law enforcement authorities.
Any waivers granted under this Code must be approved
by the Chairman of the Audit Committee. Any waiver of the requirements
of this Code which benefits a director or an executive officer may
be granted only by the Board of Directors and shall be appropriately
disclosed to the Company's shareholders to the extent required by
applicable securities laws and the listing requirements of NYSE Amex (or other securities market on which any class of
securities issued by the Company is listed or traded).
The Company expects full compliance with this
7. Reports and Inquiries
All reports, inquiries and questions in relation
to this Code or its applicability to particular people or situations
should be addressed, in the discretion of the inquiring or reporting
person, to the Chief Executive Officer or Chief Financial Officer
of the Company or the Chairman of the Audit Committee.
8. No Retaliation
Retaliation against any employee of the Company
for initiating a report or inquiry under Section 3 (Disclosure)
or Section 7 (Reports and Inquiries) of this Code is strictly prohibited
and is itself a violation of this Code. Any such retaliation by
a person subject to this Code will result in disciplinary action.
The provisions of this section are not intended to prevent or punish
the exercise by any person of his or her rights to seek legal redress
for harm caused by tortious conduct.