Code of Business Conduct and Ethics
and Business Conduct Guidelines

Code of Business Conduct and Ethics
The Code of Business Conduct and Ethics embodies the commitment of United Industrial Corporation and its subsidiaries to conduct business in accordance with all applicable laws, rules, and regulations and with the highest ethical standards. The Code outlines expected behaviors of all employees, including officers and directors.

Purpose

Section I
A. Compliance and Reporting
B. Ethical Conduct and Fair Dealing
C. Personal Conflicts of Interest
D. Public Disclosure
E. Compliance with Laws, Rules and Regulations

Section II
A. Corporate Opportunities
B. Confidentiality
C. Equal Employment Opportunity and Harassment
D. Protection and Proper Use of Company Assets

Sections III and IV
Waivers and Reporting Violation

Statement of Basic Policy
United Industrial Corporation and its subsidiaries have always sought to conduct business with honesty and integrity and in accordance with high moral, ethical, and legal standards. The Statement of Basic Policy contains fundamental principles on which UIC’s Business Conduct Guidelines are based.

Defense Industry Initiative
The Defense Industry Initiative (DII) on Business Ethics and Conduct is a consortium of more than 50 U.S. defense industry contractors that subscribe to a set of principles for achieving high standards of business ethics and conduct. UIC is proud to be part of such a worthwhile organization.

Section A: Guidelines Applicable to All UIC Operations
Guideline 1: Compliance with Laws
Guideline 2: Ethical Standards
Guideline 3: Accurate Records and Reporting
Guideline 4: Quality and Testing
Guideline 5: Use and Protection of Company Assets
Guideline 6: Conflicts of Interest
Guideline 7: Protection of Trade Secret, Proprietary, and Non-Public Information
Guideline 8: Receipt and Use of Competitive Information
Guideline 9: Gifts and Entertainment
Guideline 10: Relationships with Customers and Suppliers
Guideline 11: Payments of Officers or Employees of Customers or Suppliers
Guideline 12: Selection of Suppliers and Consultants
Guideline 13: Antitrust and Trade Regulation
Guideline 14: Insider Trading and Fair Disclosure
Guideline 15: Participation in Civic and Community Activities
Guideline 16: Political Contributions
Guideline 17: Equal Employment
Guideline 18: Environmental Protection
Guideline 19: Safety and Health
Guideline 20: Electronic Mail and The Internet
Guideline 21: Retention and Destruction of Documents
Guideline 22: Sarbanes-Oxley Act – Provision of Accurate Information and Data Required for Company Certification

Section B: Guidelines Relating to Transactions Involving the United States Government
Guideline 23: Transactions involving the United States Government
Guideline 24: Submission of Information to the Government
Guideline: 25: The Submission of Cost or Pricing Data to the Government
Guideline 26: Proper Charging of Labor, Materials, Overhead, and Unallowable Costs
Guideline 27: Procurement Integrity
Guideline 28: Payments of Gifts to United States Government Employees
Guideline 29: Design, Manufacture and Testing of Products
Guideline 30: Government Conflict of Interest Regulations: Employment/Offer of Employment to Government Employees
Guideline 31: Lobbying Restrictions
Guideline 32: Special Considerations Arising from Subcontracts and Use of Consultants
Guideline 33: Protection of Classified Information
Guideline 34: Drug Free Workplace
Guideline 35: False Claims Act
Guideline 36: Criminal Liability for Fraud, Conspiracy, and Obstruction of Justice

Section C: Guidelines Relating to International Transactions
Guideline 37: Foreign Corrupt Practices Act
Guideline 38: Export Control Laws
Guideline 39: Antiboycott Law

Section D: Compliance Programs
Guideline 40: Reports of Violations
Guideline 41: Chief Compliance and Ethics Officer
Guideline 42: Discipline

A Template for Ethical Decision-making
    
     Taking the ethical path is not always clear in a given circumstance. Sometimes the regulations are unclear, or change frequently. Sometimes, we have the unreasonable expectation that larger competitors can serve as our moral compass. There are many considerations that may lead you to seek guidance from your supervisor, subject matter expert(s), compliance personnel, Company lawyers, and/or the Ethics Officer.

A new circumstance
     Perhaps you are involved in the development of a new line of business, new facts, or a revised regulation that has not been addressed yet by Company policy or procedures.
     Example: The training requirements for an employee have changed due to the development of a new line of business that will involve him/her in international marketing duties. Coordination with the Compliance Director, HR, and International Business Director would ensure that the employee is prepared to make ethical decisions in his/her new role.

Conflicting (multiple) interests
     Sometimes the decision is not clear (or, a “close call”) because there are more than two interests that have validity, and require further examination by additional participants and decision makers. Although seeking additional input can slow the process, it is critical to avoid undesirable risks.
     Example: Foreign customer requests an emergency shipment, specifying a process that “shortcuts” a required licensing step. A new treaty has been signed but the recipient country’s regulations have not been revised to exclude the step.

The right decision would have a “cost”
     The ethical action may be clear, but it would result in personal hardship or negative impact on the customer or supplier, making it hard to do the right thing.
     Ethical decision making requires us to apply sound ethical principles. If we apply the process as part of our work routine, we can ensure that we are providing quality products and services to our customers, whether external or internal, domestic or international.
     In order to consider ethical action under such scenarios, be prepared to answer the following questions.

Threshold questions
Whose interests are involved and what are they?
Who has the responsibility to act?
What consequences will come of the action?
What would be a fair outcome for all in this situation?

Problem-solving and evaluation questions
What are the possible solutions I can pursue and the consequences of each?
Are there solutions to minimize risk, maximize benefits and be fair to a greater number of affected parties?
Are all parties treated fairly in my proposed decision?

Implementation
List those who need to be consulted about the proposed decision, and those who need to be informed about the decision.
List actions and assign responsibility that will be taken to ensure successful outcome of the decision.

Follow-up
Did the implementation succeed?
Did the decision, in fact, minimize risk, maximize benefits and provide fair treatment to the affected parties?

Further questions to ask yourself
Are my choices lawful and in compliance with Company policies?
Am I being fair and honest?
Would I be uncomfortable describing my decision at a meeting of the Board, senior management, or all-hands meeting?
How will I feel about myself afterwards?
How would it look if it made the headlines?
Will I be able to sleep soundly?
What would I advise my child to do?

Back to top