Code of Business Conduct and Ethics
Adopted February 24, 2004
I. OVERVIEW
This Code of Business Conduct and Ethics (“Code”) sets forth the guiding principles by which we operate our company and conduct our daily business with our stockholders, customers, suppliers and with each other. These principles apply to all of the directors, officers and employees of CompX International Inc. and each of CompX’s subsidiaries except for subsidiaries that are subject to a separate code of business conduct (referred to herein as the “Company” or “CompX”). Unless the context indicates otherwise, the term “employee” as used in this Code includes CompX’s officers and directors.
All employees are required to adhere to the principles and guidelines contained in this Code in all material respects. Failure to uphold the standards of this Code may result in disciplinary action, up to and including termination of employment, and if warranted, legal proceedings. If you have questions about the applicability of this Code, please consult your supervisor or manager or the officer in charge of your department. If you have knowledge of or suspect a situation that you believe may violate or lead to a violation of this Code, please follow the reporting guidelines described in Section III of this Code.
From time to time CompX engages in transactions with affiliated companies. In addition, certain executive officers and directors of CompX serve as executive officers and directors of affiliated companies. With respect to transactions between or involving CompX and one or more of its affiliates, it shall not be a violation of this Code if the transaction, in the opinion of CompX, is no less favorable to CompX than could be obtained from unrelated parties, or the transaction, in the absence of stockholder ratification or approval by disinterested directors, is fair to all companies involved.
II. PRINCIPLES
Conflicts of Interest.
All employees of the Company should be careful to avoid any action or interest that conflicts with or gives the appearance of a conflict with CompX’s interests. A “conflict of interest” may exist whenever an individual’s private interests interfere or conflict (or even appear to interfere or conflict) with the interests of CompX. A conflict of interest may arise when an employee takes actions or has interests that may make it difficult to perform his or her work for CompX objectively or effectively. Conflicts of interest also may arise when an employee or a member of his or her family receives in an improper manner personal benefits as a result of his or her position with the Company, whether from a third party or from CompX.
Conflicts of interest are prohibited as a matter of CompX policy. If you have a question about a potential conflict, consult your supervisor or manager or the officer in charge of your department. If you become aware of a conflict of interest, you must bring it to the attention of your supervisor or manager, the officer in charge of your department or the General Counsel.
Corporate Opportunities.
Employees owe a duty to the Company to advance CompX’s legitimate interests when the opportunity to do so arises. Employees are prohibited from (a) taking for themselves personally opportunities that properly belong to CompX or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for improper personal gain; and (c) competing with the interests of CompX.
Confidentiality.
Employees must maintain the confidentiality of confidential information entrusted or made accessible to them by the Company or its customers, except when disclosure is authorized by an officer of the Company or required by laws and regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that customers and suppliers have entrusted to us in confidence. This obligation not to disclose confidential information continues even after employment ends.
Protection and Proper Use of Company Assets.
All employees must protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets may be used only for legitimate business purposes.
Competition and Fair Dealing.
The Company seeks to outperform its competition in a fair and honest manner. The Company seeks competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.
Compliance with Laws, Rules and Regulations.
All employees are expected to understand, respect and comply with all of the laws, rules and regulations, including insider trading laws, that apply to them in their position with CompX. Although not all employees are expected to know the details of each of these laws, it is important that all employees know enough about the laws applicable to their position with the Company in order to know when to seek advice from supervisors, managers or other appropriate personnel.
Public Company Reporting.
As a public company, the Company’s filings with the Securities and Exchange Commission must be full, fair, accurate, timely and understandable. Depending on your position with the Company, you may be called upon to provide necessary information to assure that the Company’s public reports satisfy these requirements. The Company expects employees to take this responsibility very seriously and to provide prompt, accurate and complete answers to inquiries related to these public disclosure requirements.
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