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CODE OF ETHICS AND BUSINESS CONDUCT
TriMas Corporation and each subsidiary thereof (collectively,
"TriMas" or the "Company") is committed
to acting in accordance with the highest standards of legal
and ethical conduct. We believe that a commitment to honesty
and integrity is a valuable asset that builds trust with our
employees, customers, suppliers, shareholders and other stakeholders
in the communities in which we operate. To implement our commitment,
we have developed this Code of Ethics and Business Conduct (our
"Code of Conduct"), and have established a compliance
program with respect to this Code of Conduct.
This Code of Conduct, together with specific Company policies
and procedures, outlines the behavior expected of everyone acting
on behalf of the Company. It does in certain instances go beyond
what is required by applicable law. No code, however, is able
to address every possible situation. It does not contain all
Company policies or include all details regarding any policy.
It cannot be a substitute for good judgment. The Code of Conduct
is intended to help each of us ask the right questions and make
the right decisions. It sets forth the fundamental legal and
ethical principles for conducting Company business.
Who Must Follow Company Policies
This Code and the underlying corporate policies apply to all
directors, officers, employees, agents and consultants (collectively
"employees") of TriMas Corporation and its subsidiaries
and controlled affiliates worldwide. Employees serving as directors
(or in equivalent positions) of non-controlled affiliates should,
to the extent possible, encourage such affiliates to adopt and
follow corresponding policies.
Which Law Applies
The Company conducts business in many countries throughout the
world. Our employees are citizens of many different countries.
As a result, our operations are subject to the laws of many
countries, provinces, states, municipalities and organizations.
Some countries, such as the United States, apply their laws
outside of their borders to their citizens and corporations
organized under their laws. In some instances, there may be
a conflict between the applicable laws of two or more countries.
Whenever possible, you should comply with the applicable laws
and regulations of all countries, even if the laws and regulations
of one country are more restrictive than those of another. However,
when you encounter a direct conflict between the applicable
laws of two or more countries, it is important that you consult
with the Company Legal Department to understand how to resolve
that conflict properly.
Responsibility of All Employees to Know, Understand and Comply
All employees are responsible for familiarizing themselves and
complying with this Code, and all applicable governmental laws,
rules, regulations and Company policies affecting their work.
Employees should have a basic understanding of issues covered
by each Company policy and a detailed understanding of all policies
that apply to their job. If employees have questions about the
application of this Code or our policies, they should seek assistance
from their manager, their Human Resources representative, the
Company Ethics Office, Company Legal Department or the Company's
employee hotline. Employees must promptly raise any concern
that they may have about possible violations of this Code or
any Company policy. Communications may be written or oral, and
may be anonymous. If you raise a legal and ethical compliance
concern and the issue is not resolved, raise it with one of
the other contacts listed above. Each employee is required to
cooperate in any investigations into compliance with this Code
or Company policies. The Company prohibits any employee from
retaliating or taking adverse action against anyone for raising
or helping to resolve a legal and ethical compliance concern.
Responsibility of Senior Leadership
The obligations of Company senior leadership go beyond those
required of all employees. Leaders in our Company are expected
to (i) build and maintain a culture in which compliance with
the highest standards of legal and ethical conduct is expected
of all employees, (ii) lead by example, using their own behavior
as a model for all employees, (iii) conduct meetings with direct
reports and regularly monitor compliance matters and programs,
(iv) make sure that employees understand that business results
are never more important than compliance, (v) encourage employees
to raise their legal and ethical compliance questions and concerns,
(vi) use employee efforts to promote and comply with Company
policies as considerations when evaluating and rewarding employees,
(vii) ensure that compliance risks associated with the business
processes under the leader's management are systematically identified,
(viii) ensure that policies and procedures, tailored to the
particular risk areas faced by a business, are issued and communicated,
(ix) provide education and legal counsel to ensure that employees
understand the requirements of Company policies and applicable
law, (x) implement appropriate control measures in business
processes to detect compliance risks and/or violations, (xi)
promote a system that permits employees to raise concerns without
fear of retaliation, (xii) ensure that periodic compliance reviews
are conducted, with the assistance of the Company internal audit
staff, to assess the effectiveness of the business' compliance
measures and to identify ways of improving them, (xiii) take
prompt corrective action to fix any identified weaknesses in
compliance measures, (xiv) take appropriate disciplinary action,
and (xv) consult with the Company Legal Department and make
appropriate disclosures to regulators and law enforcement authorities.
Conduct and Discipline for Violations
Employees who violate the spirit or letter of this Code, any
applicable laws, rules, regulations or Company policies are
subject to disciplinary action deemed appropriate by the Company
up to and including termination of employment. The following
are examples of prohibited conduct that may result in discipline:
- Actions that violate the Code or Company policy
- Requesting others to violate the Code or Company policy
- Failure to promptly raise a known or suspected violation
of the Code or Company policy
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