CHARLES MACHINE WORKS FAMILY OF COMPANIES
ANTI-CORRUPTION POLICY

PURPOSE
The Charles Machine Works Family of Companies is committed to conducting business in accordance with all applicable laws, rules and regulations and with the highest ethical standards. We vigorously enforce the integrity of our business practices wherever we operate throughout the world.

The purpose of this Anti-corruption Policy is to emphasize Charles Machine Works’ commitment by our Companies, their officers, directors, employees and agents to full compliance with U.S. and international anti-corruption laws. Charles Machine Works Family of Companies does not tolerate corruption with regard to any of its business dealings.

SCOPE
This Policy is applicable to every employee of Charles Machine Works Family of Companies to include senior executive and financial officers and to members of the Board of Directors. It also applies to all vendors, suppliers, representatives, contractors, subcontractors and agents acting globally (hereinafter “agents”). In cases where an Agent is unable to ensure the standards set forth herein, the Companies shall reconsider the business relationship and make any needed alterations. This Policy is intended to supplement all applicable laws, rules and other corporate policies. It is not intended to replace any local laws.

POLICY REQUIREMENTS
Bribes and Kickbacks
Charles Machine Works Family of Companies’ employees and agents are strictly prohibited from offering, paying, promising, or authorizing any payment, bribe or kickback or other object of value to any person, directly or indirectly through a third party, for any of the following purposes: to cause a person to act or fail to act in violation of a legal duty; to cause a person to abuse or misuse their position; and/or to secure an improper advantage, contract or concession.To promote compliance with local and international anti-corruption laws, no Charles Machine Works Family of Companies’ employees or agents shall undertake any improper payment activity in respect to a foreign official, a domestic official, or a person doing business in the private sector.

Books and Records
Charles Machine Works Family of Companies’ books and records must correctly reflect both the amount and a written description of any transaction. Personnel must ensure that there is a reasonable relationship between the substance of a transaction and how it is described in the Companies’ books and records.

Facilitation Payments
Charles Machine Works Family of Companies shall not make facilitation payments even is such payments are local practice or custom. If employees encounter a demand for a facilitation payment, or think they are likely to do so, they should report the situation to their supervisor immediately. Supervisors shall then ensure that the appropriate persons are involved.

Public Officials
Bribing or corrupting a public official is a serious offense, and can carry severe penalties and reputational damage. Approval from Human Resources and the Legal Department should be secured in advance for gifts or benefits received from or offered to public officials, and for offers of internships to government officials or employees of state-owned entities.

Gifts, Hospitality and Expenses
Gifts, hospitality, reward, benefits or other incentives that could affect either party’s impartiality, influence a business decision or lead to the improper performance of an official duty shall not be offered to, or accepted from third parties. Cash donations also shall not be offered or accepted.

Employees may offer and accept “reasonable” and “proportionate” gifts and entertainment, such as dinner, theatre parties or sporting events. The value of the gift as well as the frequency with which it is offered shall be considered in determining what is “reasonable” and “proportionate.” The gift or benefit must be given as an expression of good will and not with the expectation of anything in return. The gift or benefit should be commensurate with hospitality standards for the industry and must be given openly and transparently. The gift or benefit shall comply with local laws, regulations and government policies. The gift or benefit must be within the value limits and have all approvals required by the Companies. Spouses of the employees may be included in the gift or benefit where it does not give the appearance of an inducement. The same approval applies in the case of spousal invitations. If uncertain employees should seek advice from their supervisor.

Personal Conflicts of Interest
Employees must avoid situations or transactions where their personal interests could conflict or be interpreted to conflict with the interests of the Companies. This includes but is not limited to: acting on any client information gained through their employment with the Companies for personal gain; passing such information to a third party; or acting in any way which could be construed as insider trading. Conflicts of interest can arise if individuals have a personal interest in business dealings involving the Companies. Personal interest can be direct or indirect, and refers not only to personal interests but to those of family members and friends. If there is a potential for conflict, the interests of the Companies must take priority. Employees must disclose any personal conflict of interest or perceived conflict to the supervisor.

Charitable Contributions
The Companies may support local charities or provide sponsorship to sporting or cultural events. Any such support must be transparent and properly documented. Only organizations that serve a legitimate public purpose and which are themselves subject to high standards of transparency and accountability shall be supported by the Companies. The Companies shall conduct appropriate due diligence on the proposed recipient to ensure compliance with this Policy.

AUDITS
Audits of the Companies and agents may be conducted periodically to ensure that Policy requirements and applicable procedures and guidelines are being met. Audit documentation shall include performance improvement action plans.

WAIVER
There is no permitted deviation or waiver from this Policy.

DISCIPLINE
Any employee who violates the terms of this Policy will be subject to disciplinary action. Any employee who has direct knowledge of potential violations who does not report such violations shall also be subject to disciplinary action.