Fedders Corporation
Code of Business Conduct and Ethics
PUTTING
THE CODE OF BUSINESS CONDUCT AND ETHICS TO WORK
About the Code of Business Conduct and Ethics
We at Fedders Corporation are committed to the highest standards
of business conduct in our relationships with each other
and with our customers, suppliers, stockholders and others.
This requires that we conduct our business in accordance
with all applicable laws and regulations and in accordance
with the highest standards of business ethics. The Company's
Code of Business Conduct and Ethics helps each of us in
this endeavor by providing a statement of the fundamental
principles and key policies and procedures that govern the
conduct of our business.
Our business depends on the reputation of the Company and
its employees for integrity and principled business conduct.
Thus, in many instances, the policies referenced in this
Code go beyond the requirements of the law.
The
Code is a statement of policies for individual and business
conduct and does not, in any way, constitute an employment
contract or an assurance of continued employment. As employees
of the Company, we are employed at-will except when we are
covered by an express, written employment agreement. This
means that you may choose to resign your employment at any
time, for any reason or for no reason at all. Similarly,
the Company may choose to terminate your employment at any
time, for any legal reason or for no reason at all.
Meeting
Our Shared Obligations
Each of us is responsible for knowing and understanding
the policies and guidelines contained in the following pages.
If you have questions, ask them. If you have ethical concerns,
raise them. The Vice President & General Counsel, who
is responsible for overseeing and monitoring compliance
with this Code, and the other resources set forth in this
Code are available to answer your questions and provide
guidance and for you to report suspected misconduct. Our
conduct should reflect the Company's values, demonstrate
ethical leadership, and promote a work environment that
upholds the Company's reputation for integrity, ethical
conduct and trust.
RESPONSIBILITY
TO OUR ORGANIZATION
Fedders Corporation employees are expected to dedicate their
best efforts to the Company's business and to avoid any
conflicts with the interests of the Company.
Conflicts of Interest
In order to maintain the highest degree of integrity in
the conduct of the Company's business and to maintain your
independent judgment, you must avoid any activity or personal
interest that creates or appears to create a conflict between
your interests and the interests of the Company. A conflict
of interest occurs when your private interests interfere
in any way, or even appear to interfere, with the interests
of the Company as a whole. A conflict situation can arise
when you take actions or have interests that make it difficult
for you to perform your company work objectively and effectively.
You should never act in a manner that could cause you to
lose your independence and objectivity or that could adversely
affect the confidence of our customers, suppliers or fellow
employees in the integrity of the Company or its procedures.
Every employee must strictly comply with the provisions
of Corporate Policy 9.8-"Conflict of Interest."
Although we cannot list every conceivable conflict that
would be covered by the policy, following are some common
examples that illustrate actual or apparent conflicts of
interest that should be avoided:
Improper Personal Benefits from the Company
Conflicts of interest arise when an employee, officer or
director, or a member of his or her family, receives improper
personal benefits as a result of his or her position in
the Company. You may not accept any benefits from the Company
that have not been duly authorized and approved pursuant
to Company policy and procedure, including any Company loans
or guarantees of your personal obligations.
Financial Interests in Other Businesses
Company employees and their immediate families may not have
an ownership interest in any other enterprise if that interest
compromises or appears to compromise the employee's loyalty
to the Company. For example, you may not own an interest
in a company that competes with the Company. You may not
own an interest in a company that does business with the
Company (such as a customer or supplier) without the prior
written approval of the Vice President & General Counsel.
Executive officers and members of the Board must obtain
the written approval of the Audit Committee of the Board
of Directors before making any such investment. However,
it is not typically considered a conflict of interest (and
therefore, prior approval is not required) to make investments
not exceeding 5% of the outstanding stock in companies that
are listed on a national or international securities exchange.
Business Arrangements with the Company
Without prior written approval from the Chief Executive
Officer, you may not participate in a joint venture, partnership
or other business arrangement with the Company. Executive
officers and members of the Board must obtain the prior
written approval of the Audit Committee of the Board of
Directors before participating in such an arrangement.
Outside Employment or Activities With a Competitor
Simultaneous employment with or serving as a director of
a competitor of the Company is strictly prohibited, as is
any activity that is intended to or that you should reasonably
expect to advance a competitor's interests. You may not
market products or services in competition with the Company's
current or potential business activities. It is your responsibility
to consult with the Vice President & General Counsel
to determine whether a planned activity will compete with
any of the Company's business activities before you pursue
the activity in question.
Outside Employment With a Customer or Supplier
Without prior written approval from the Vice President &
General Counsel, you may not be a customer or be employed
by, serve as a director of or represent a customer of the
Company. Similarly, without prior written approval from
the Vice President & General Counsel, you may not be
a supplier or be employed by, serve as a director of or
represent a supplier to the Company. Executive officers
and members of the Board must obtain the prior written approval
of the Audit Committee of the Board of Directors before
participating in such an arrangement. You may not accept
money or benefits of any kind as compensation or payment
for any advice or services that you may provide to a customer,
supplier or anyone else in connection with its business
with the Company.
Family
Members Working In The Industry
You may find yourself in a situation where your spouse or
partner, your children, parents, or in-laws, or someone
else with whom you have a familial relationship is a competitor,
supplier or customer of the Company or is employed by one.
Such situations are not prohibited, but they call for extra
sensitivity to security, confidentiality and conflicts of
interest.
There are several factors to consider in assessing such
a situation. Among them: the relationship between the Company
and the other company; the nature of your responsibilities
as a Company employee and those of the other person; and
the access each of you has to your respective employer's
confidential information. Such a situation, however harmless
it may appear to you, could arouse suspicions among your
associates that might affect your working relationships.
The very appearance of a conflict of interest can create
problems, regardless of the propriety of your behavior.
To remove any such doubts or suspicions, you must disclose
your specific situation to the Vice President & General
Counsel to assess the nature and extent of any concern and
how it can be resolved. In some instances, if the risk to
the Company's interests is sufficiently remote that the
Vice President & General Counsel may merely remind you
to guard against inadvertently disclosing Company confidential
information and not to be involved in decisions on behalf
of the Company that involve the other company.
Corporate Opportunities
As employees, officers and directors of the Company, we
owe a duty to the Company to advance its legitimate interests
when the opportunity to do so arises. You may not take for
yourself opportunities that are discovered through the use
of corporate property, information or position or use corporate
property, information or position for personal gain. You
may not compete with the Company.
Entertainment, Gifts and Gratuities
When you are involved in making business decisions on behalf
of the Company, your decisions must be based on uncompromised
objectivity of judgment. Employees interacting with any
person who has business dealings with the Company (including
suppliers, customers, competitors, contractors and consultants)
must conduct such activities in the best interest of the
Company, using consistent and unbiased standards. Company
employees must strictly comply with Corporate Policy 1.2-"Employee
Business Conduct" and Corporate Policy 9.1-"Corporate
Payments."
Protection and Proper Use of Company Assets
We each have a duty to protect the Company's assets and
ensure their efficient use. Theft, carelessness and waste
have a direct impact on the Company's profitability. We
should take measures to prevent damage to and theft or misuse
of Company property. When you leave the Company, all Company
property must be returned to the Company. See Corporate
Policy 6.10-"Termination of Non-Union, Non-Production
Employees." Except as specifically authorized by the
Company, Company assets, including Company time, equipment,
materials, resources and proprietary information, must be
used for legitimate business purposes only.
Company Books and Records
You must complete all Company documents accurately, truthfully,
and in a timely manner, including all travel and expense
reports. When applicable, documents must be properly authorized.
You must record the Company's financial activities in compliance
with all applicable laws and accounting practices. The making
of false or misleading entries, records or documentation
is strictly prohibited. You must never create a false or
misleading report or make a payment or establish an account
on behalf of the Company with the understanding that any
part of the payment or account is to be used for a purpose
other than as described by the supporting documents. See
Corporate Policy 5.4-"Financial Statement Certification"
and Corporate Policy 9.1-"Corporate Payments."
Record Retention
In the course of its business, the Company produces and
receives large numbers of documents. Numerous laws require
the retention of certain Company documents for various periods
of time. The Company is committed to compliance with all
applicable laws and regulations relating to the preservation
of records. The Company's policy is to identify, maintain,
safeguard and destroy or retain all records in the Company's
possession on a systematic and regular basis. Under no circumstances
are Company records to be destroyed selectively or to be
maintained outside Company premises or designated storage
facilities. All employees must comply with Corporate Policy
1.7-"Records Management."
If you learn of a subpoena or a pending, imminent or contemplated
litigation or government investigation, you should immediately
contact the Vice President & General Counsel. You must
retain and preserve ALL records that may be responsive to
the subpoena or relevant to the litigation or that may pertain
to the investigation until you are advised by the Legal
Department as to how to proceed. You must not destroy any
such records in your possession or control. You must also
affirmatively preserve from destruction all relevant records
that without intervention would automatically be destroyed
or erased (such as e-mails and voicemail messages). Destruction
of such records, even if inadvertent, could seriously prejudice
the Company. Any questions regarding whether a particular
record pertains to a pending, imminent or contemplated investigation
or litigation or may be responsive to a subpoena or regarding
how to preserve particular types of records should be directed
to the Vice President & General Counsel.
Confidential Information
All employees may learn, to a greater or lesser degree,
facts about the Company's business, plans, operations or
"secrets of success" that are not known to the
general public or to competitors. Sensitive information
such as customer data, the terms offered or prices charged
to particular customers, marketing or strategic plans, product
specifications and production techniques are examples of
the Company's confidential information or trade secrets.
Confidential information includes all non-public information
that might be of use to competitors, or harmful to the Company
or its customers, if disclosed. During the course of performing
your responsibilities, you may obtain information concerning
possible transactions with other companies or receive confidential
information concerning other companies, such as our customers,
which the Company may be under an obligation to maintain
as confidential.
You must strictly comply with the provisions of Corporate
Policy 2.1-"Public Information for Investors, Newsmedia
and Other External Publics" and Corporate Policy 9.7-"Protection
of Confidential Information."
Your obligation to treat information as confidential does
not end when you leave the Company. Upon the termination
of your employment, you must return everything that belongs
to the Company, including all documents and other materials
containing Company confidential information. You must not
disclose confidential information to a new employer or to
others after ceasing to be a Company employee.
Trademarks, Patents, Copyrights and Other Intellectual
Property
Trademarks and Patents
Our logos and the name "Fedders" are examples
of Company trademarks. Trademarks are valuable property
rights of the Company. You must always properly use our
trademarks and advise your supervisor or the Legal Department
of infringements by others. Similarly, the trademarks of
third parties must be used properly.
Novel
designs and processes, which may be covered by patent protection,
are also valuable property rights that must be protected.
All
employees are expected to comply fully with Corporate Policy
9.3-"Trademarks", Corporate Policy 9.4-"Patents"
and Corporate Policy 9.5-"Devices, Ideas & Inventions",
which explain the Company's policies and procedures with
respect to trademark and patent protection and with respect
to receipt of ideas received from third parties.
Copyright
Compliance
Works of authorship, such as books, articles, drawings and
computer software, may be covered by copyright laws. It
is a violation of those laws and of the Company's policies
to make unauthorized copies of or derivative works based
upon copyrighted materials. The absence of a copyright notice
does not necessarily mean that the materials are not copyrighted.
The
Company licenses the use of much of its computer software
from outside companies. In most instances, this computer
software is protected by copyright. You may not make, acquire
or use unauthorized copies of computer software. Any questions
concerning copyright laws should be directed to the Legal
Department.
Intellectual Property Rights of Others
It is the Company's policy not to infringe upon the intellectual
property rights of others. When using the name, trademarks,
logos or printed materials of another company, including
any such uses on the Company's websites, you must do so
properly and in accordance with applicable law.
Computer
and Communication Resources
The Company's computer and communication resources, including
computers, voicemail and e-mail, provide substantial benefits,
but they also present significant security and liability
risks to you and the Company. When you are using Company
resources to send e-mail, voicemail or to access Internet
services, you are acting as a representative of the Company.
Any improper use of these resources may reflect poorly on
the Company, damage its reputation, and expose you and the
Company to legal liability.
All of the computing resources used to provide computing
and network connections throughout the organization are
the property of the Company and are intended for use by
Company employees to conduct the Company's business. All
e-mail, voicemail and personal files stored on Company computers
are Company property. You should therefore have no expectation
of personal privacy in connection with these resources.
The Company has adopted detailed policies with respect to
use of its computer and communications resources, which
must be carefully reviewed and followed. These policies
are:
Corporate Policy 11.1-"User IDs and Password Security"
Corporate Policy 11.6-"Use of Fedders Corporation
Internet System"
Corporate Policy 11.7-"Use of Fedders Corporation
E-Mail"
Use of computer and communication resources must be consistent
with all other Company policies, including those relating
to harassment, copyright, trademark, trade secret and other
intellectual property considerations.
Insider Trading
You are prohibited by Company policy and the law from buying
or selling securities of the Company at a time when in possession
of "material nonpublic information." This conduct
is known as "insider trading." Passing such information
on to someone who may buy or sell securities - known as
"tipping" - is also illegal. The prohibition applies
to Company securities and to securities of other companies
if you learn material nonpublic information about other
companies, such as the Company's customers, in the course
of your duties for the Company. If there is any question
as to whether information regarding the Company or another
company with which we have dealings is material or has been
adequately disclosed to the public, contact the Legal Department.
The Company has adopted policies with respect to trading
in the Company's securities by its officers and directors.
These policies are communicated directly to affected individuals
by the Vice President & General Counsel.
Responding to Inquiries from the Press and Others
Company employees who are not official Company spokespersons
may not speak with the press, securities analysts, other
members of the financial community, stockholders or groups
or organizations as a Company representative. Corporate
Policy 2.1-"Public Information for Investors, Newsmedia
and other External Publics" and Corporate Policy 2.2-"Newsmedia
Relations in Emergencies" specify the procedures to
be followed with respect to these types of communications.
BUY 
OWNERS CENTRAL 
