Tufco Technologies, Inc. (the "Company") has an Employee Code of Conduct applicable to all employees of the Company. The Chief Executive Officer and the Chief Financial Officer of the Company (the "Senior Financial Officers") are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. Because of the important and elevated role in our corporate governance system held by the Senior Financial Officers, they are subject to the following additional policies set forth in this Code of Ethics:
- The Senior Financial Officers will exhibit and promote the highest standards of honest and ethical conduct through the establishment and operation of policies and procedures that encourage and reward professional integrity in all aspects of our financial organization, by eliminating inhibitions and barriers to responsible behavior, such as coercion, fear of reprisal, or alienation from our financial organization or our Company. The Senior Financial Officers will demonstrate their personal support for such policies and procedures through periodic communication reinforcing these ethical standards throughout our finance organization.
- The Senior Financial Officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the Securities and Exchange Commission. Accordingly, it is the responsibility of each Senior Financial Officer promptly to bring to the attention of the Audit Committee any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise assist the Audit Committee in fulfilling its responsibilities as specified in the Audit Committee Charter and the Company’s policies and procedures regarding financial reporting and disclosure.
- Each Senior Financial Officer shall promptly bring to the attention of the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal 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.
- Each Senior Financial Officer shall promptly bring to the attention of the Audit Committee any information he or she may have concerning the violation of the Company’s Employee Code of Conduct or of this Code of Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
- Each Senior Financial Officer shall promptly bring to the attention of the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof.
- The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Employee Code of Conduct or of this Code of Ethics by Senior Financial Officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Employee Code of Conduct and this Code of Ethics, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors, or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.
WHISTLEBLOWER PROTECTION
FOR ASSOCIATES OF PUBLICLY TRADED COMPANIES
Since Tufco Technologies is a publicly traded company, we are subject to Section 806 of the Sarbanes-Oxley Act of 2002. This act protects any associate who provides information regarding conduct which he or she "reasonably believes" to be a violation of federal securities law, Securities Exchange Commission (SEC) regulations, or "any provision of federal law relating to fraud against shareholders." This protection also applies to anyone who provides assistance in any such investigation. Any allegations should be submitted to a member of the Audit Committee of the Tufco Board of Directors.
No associate will be discharged, demoted, suspended, harassed, or discriminated against in any way as a result of making a protected disclosure.
Any associate who violates any Whistleblower protections is subject to severe disciplinary action, up to and including immediate termination of employment. In addition, the person may be charged with committing a federal offense and be held personally liable for any violations committed.
TAMPERING AND ILLEGAL RETALIATION
In compliance with Section 1102 of the Sarbanes-Oxley Act of 2002, Tufco Technologies will not permit any associate, or agent of the company, to alter, destroy, mutilate or conceal a record, document, or other object, with the intent to impair the object’s integrity or availability for use in an official proceeding which includes, but is not limited to actions by the Equal Employment Opportunity Commission (EEOC), the Department of Labor (DOL), the National Labor Relations Board (NLRB), the Occupational Health and Safety Administration (OSHA), and the Immigration and Naturalization Service (INS). Any attempt to engage in any of the previously mentioned activities is considered a violation of the Act. In addition, Tufco will not all any associate to obstruct, influence, or impede any official proceeding, or attempt to do so.
Tufco Technologies also prohibits any associate who in a retaliatory way, takes any action that is harmful to any person, including interfering with the lawful employment or livelihood of any person who files claims of harassment, sexual harassment, or discrimination in the workplace, or against any witness to such acts, or against any person who provides a local, state or federal law enforcement officer with any truthful information relating to the commission or possible commission of any federal offense.
Any associate who has knowledge of any tampering or illegal retaliation activity should immediately report the matter to their supervisor or to a member of the Human Resources Department. The matter will be investigated, and where appropriate, disciplinary action taken. Remember; do not assume that the company is aware of the situation. It is your responsibility to report incidents you know about.
Any associate who engages in any tampering or illegal retaliation activity is subject to severe disciplinary action, up to and including immediate termination of employment. In addition the person may be charged with committing a federal offense.
