CODE OF CONDUCT
FOR ALL DIRECTORS, OFFICERS, AND EMPLOYEES
100.00 CODE OF CONDUCT
INTRODUCTION AND SCOPE
Company (the Company) is a global company that is committed to making quality
products and conducting its business in a legal and ethical manner. Ethical and legal conduct in
all of the Companys business affairs is required of all of our Directors, Officers and Employees.
This Code of Conduct for all Directors, Officers, and Employees (this Code of Conduct) sets a
standard by which we all must do business regardless of our geographic location. Each of us must
be dedicated to the highest degree of personal integrity out of respect for our customers,
suppliers, and shareholders, as well as ourselves.
PURPOSE, APPLICATION, AND ADMINISTRATION
Who Must Follow Company Policies
This Code of Conduct applies to all directors, officers, and employees of the Company and its
subsidiaries in all regions in which we operate (Covered Persons). Officers and employees who
are subject to the Companys Code of Ethics for Financial Managers must comply with that Code as
well as this one. Administration of this Code of Conduct is under the direction of the Chief
Responsibility of All Covered Persons to Know, Understand and Comply
All Covered Persons are responsible for familiarizing themselves and complying with this Code of
Conduct, and all applicable governmental laws, rules, regulations and Company policies affecting
their work. Covered Persons 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 Covered Persons
have questions about the application of this Code of Conduct or our policies, they should seek
assistance from their manager, their Human Resources representative, the Corporate General Counsel
or the Companys Integrity Help Line. Covered Persons must promptly raise any concern that they
may have about possible violations of this Code of Conduct 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 Covered
Person is required to cooperate in any investigations into compliance with this Code of Conduct 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
the 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 leaders 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) take prompt corrective action to fix any identified weaknesses
in compliance measures, (xiii) take appropriate disciplinary action, and (xiv) consult with the
Corporate General Counsel and make appropriate disclosures to regulators and law enforcement
Your Personal Commitment
This Code of Conduct is available in printed form and also on the Companys website at
www.tecumseh.com. All Covered Persons must read and understand this Code of Conduct. All newly
hired Covered Persons, as a condition of employment, must provide the Company with a certification
that they have read, understand, and acknowledge their commitment to the spirit and letter of this
Code of Conduct and Company policies. All Executive and certain Management level employees will be
required to certify, on an annual basis, that they have read, understand, know of no violations,
and acknowledge their commitment to the Code of Conduct and Company policies.
RAISING A LEGAL OR ETHICAL COMPLIANCE CONCERN
How Should I Handle a Code Violation?
If you are in a situation that you believe may involve or lead to a violation of this Code of
Conduct, you have an affirmative duty to disclose to, and seek guidance from, a responsible
supervisor, the Corporate General Counsel or other appropriate internal authority. Failure to
follow this Code of Conduct, as well as to comply with federal, state, local and any applicable
foreign laws, and the Companys corporate policies and
procedures may result in appropriate disciplinary action, including termination of employment or
termination of board service. Appropriate cases may also be referred for criminal prosecution
and/or civil action.
How Can I Report a Code Violation?
The Company encourages Covered Persons to report any violations of this Code of Conduct or other
suspected illegal or unethical conduct connected with the Companys business or partners. It is
also the policy of the Company to protect those who communicate bona fide concerns from any
retaliation for such reporting. Confidential and anonymous mechanisms for reporting concerns are
available. See Tecumseh Products
Company Ethics Reporting Policy, which is available on the
Companys website at www.tecumseh.com, for reporting procedures and safeguards.
If you feel uncomfortable sharing your issues locally, you may use the Tecumseh Integrity Help Line
to report any concerns. The Local Contact Number for U.S. employees is (800) 381-2116. However,
anonymous reporting does not serve to satisfy a duty to disclose your potential involvement in a
conflict of interest or in unethical or illegal conduct.
What if I Need to Seek Guidance Regarding the Code?
If at any time a Covered Person is uncertain regarding the validity or legitimacy of a proposed
course of action, the application of a law or regulation, or the applicability of the Companys
policies described in this Code of Conduct, he or she should contact the Corporate General Counsel
for appropriate guidance.
Many laws to which the Company is subject are ambiguous or complex and their precise application to
the Companys business practices or activities often is unclear. Therefore, appropriate guidance
should be sought regarding any proposed action that raises questions or creates uncertainty with
respect to the applicability of and/or compliance with laws or regulations.
The Company will at all times compete vigorously and fairly and will comply with all applicable
antitrust laws and regulations. To that end, Covered Persons shall seek the advice and guidance
from the Corporate General Counsel with regard to any and all transactions that may have antitrust
The Companys employees, directors and officers shall conduct themselves with the highest standards
of ethics, integrity and compliance with law.
This vision should be at the forefront for each of us and result in the following guiding
principles, which are each described in detail in this Code of Conduct:
Covered Persons must avoid actual or apparent conflicts of interest in their
relationships with the Company.
Covered Persons must respect the confidentiality of information acquired in the course
of their work except when they are authorized or legally obligated to disclose it.
Confidential information acquired in the course of work for the Company may not be used for
Covered Persons must be aware of and comply with all applicable laws and regulations,
including, but not limited to, those affecting occupational safety and health, the
environment, equal opportunity employment practices, unlawful trade practices (antitrust)
federal copyright laws (software duplication), and must dedicate themselves to compliance
with these laws.
Covered Persons must not participate in any fraudulent or deceptive activities or unfair
dealing toward the Company, its customers, suppliers, or contractors, or anyone else with
whom the Company associates or does business.
Examples of prohibited activities include submission of expense accounts for amounts other than the
amount actually spent on company business, theft, fraud, embezzlement, software piracy,
environmental abuse, the tendering or receipt of kickbacks, bribes, inflated billings, or the
offering or receipt, directly or indirectly, of money, goods or service where the purpose of the
action is to influence someone to act contrary to the interest of that persons own employer or
CONFLICTS OF INTEREST
Covered Persons must exercise good judgment and the highest ethical standards in their activities
on behalf of the Company as well as in their private activities. Particular care should be taken
to ensure that outside activities and personal interests do not damage (or have the appearance of
damaging) the financial well being or reputation of the Company. Every Covered Person has an
obligation to avoid any activity, agreement, business investment or interest or other situation
that might in fact or in appearance cause the individual to place his or her own interests, or
those of another, above his or her obligation to the Company. Care should be taken about the
appearance of a conflict since such appearance might impair confidence in, or the reputation of,
the Company, even if there is no actual conflict and no wrongdoing.
While it is not possible to describe or anticipate all the circumstances and situations that might
involve a conflict of interest, a conflict of interest can arise whenever, a Covered Person takes
action or has interests that may make it difficult to perform his or her work objectively or
effectively or when an employee, officer or director (or an immediate family member, as defined
below) receives personal benefits as a result of their position or relationship with respect to the
In all instances where the appearance of a conflict exists, the nature of the conflict must be
disclosed to Corporate General Counsel. Where there is a real or perceived conflict of interest
involving a director of the Company, the matter should be referred to the Corporate General Counsel
for interpretation and discussion with the Board of Directors for resolution.
Conflicts may arise where a Covered Person or an immediate family member of a Covered Person:
Solicits or accepts, directly or indirectly, from customers, suppliers or others dealing
with the Company any kind of gift or other personal, unearned benefits as a result of his
or her position or relationship with respect to the Company, including payment or
reimbursement of travel and entertainment expenses (other than non-monetary items of
nominal intrinsic value);
Has a direct or indirect financial interest in the Companys competitors, customers,
suppliers or others dealing with the Company (excluding interests that are less than 1% of
the outstanding securities of a publicly-traded corporation or equivalent percentage of
ownership interests in an unincorporated business);
Has a consulting, managerial or employment relationship in any capacity with a
competitor, customer, supplier or others dealing with the Company;
Acquires, directly or indirectly, real property, leaseholds, patents or other property
or rights in which the Company has, or the Covered Person knows or has reason to believe at
the time of acquisition that the Company is likely to have, an interest; or
Has a direct or indirect material interest in a transaction involving indebtedness or a
guarantee of indebtedness (excluding amounts due for purchases of goods and services
subject to usual trade terms, for ordinary business travel and expense payments and for
other transactions in the ordinary course of business).
An immediate family member includes the spouse, parents, stepparents, children,
stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers-
and sisters-in-law, and any person (other than a tenant or employee) sharing the household
of an employee, officer or director. For purposes of this definition, your relatives are
deemed to be: (1) only those persons who are currently related to you (e.g. a person who is
divorced from your daughter would no longer be a son-in-law for this purpose); and (2) only
those persons who are related by blood, adoption or step relationship to you or your spouse
(e.g. the sister of your spouse is considered a sister-in-law for purposes of this
definition, as is the sisters husband).
For additional information on Conflicts of Interest, refer to the Companys Conflicts of Interest
Policy, available on the Companys website at www.tecumseh.com.
Covered Persons are prohibited from taking for themselves personally opportunities that are
discovered through the use of Company property, information or position without the consent of the
Companys Board of Directors. Covered Persons owe a duty to the Company to advance the Companys
legitimate interests when the opportunity to do so arises, and are prohibited from competing
against the Company. No employee may use Company property, information or position for personal
The Companys employees and officers are expected to devote their full time and attention to the
Companys business during regular working hours and for whatever additional time may be required.
Outside business activities can easily create conflicts of interest or diminish productivity and
effectiveness. For these reasons, employees and officers should avoid outside business activities
that divert their time and talents from the Companys business. Though the Company encourages
professional activities and community involvement, special care must be taken not to compromise
duties owed to the Company. Employees and officers are expected to disclose the nature of any
non-Company activity for which compensation is received.
Memberships on Boards and Committees
Employees and officers must obtain approval from the Corporate General Counsel before agreeing to
serve on the board of directors or similar body of a for-profit enterprise or government agency.
Directors must comply with the policy on membership on Boards and Committees set forth in the
Companys Corporate Governance Guidelines.
Serving on boards of not-for-profit or community organizations does not require prior approval.
However, if service with a not-for-profit or community organization creates a situation that poses
a conflict of interest with the Company (for example, the organization solicits charitable
contributions from the Company or purchases significant services from the Company), the Corporate
General Counsel should be contacted for approval to continue such service.
Political and Other Outside Activities
Prior to seeking any election or appointment to public office, an employee, officer or director
must notify the Corporate General Counsel to clarify the Companys position in the event the
candidacy is successful or the appointment is made. Written approval must be obtained.
Subject to the limitations imposed by this Code of Conduct, each employee and officer is free to
engage in outside activities that do not interfere with the performance of his or her
responsibilities or otherwise conflict with the Companys interests. Where activities may be of a
controversial or sensitive nature, employees and officers are expected to seek the guidance of
Corporate General Counsel before engaging in such activities. No Covered Person may use his or her
Company position or title or any Company equipment, supplies or facilities in connection with
outside activities, nor may any Covered Person do anything that might imply sponsorship or support
by the Company of such activity, unless such use has been approved in writing by the Corporate
Employees and officers should not solicit contributions or other support from fellow employees, or
distribute non-work-related material to fellow employees, during working hours, or using and
Company communication facilities and/or media or in areas where work is being performed.
Loans and Guarantees
No Covered Person (or his or her immediate family member) may accept loans or guarantees of
obligations (except from banks or other financial service entities that generally provide such
services in the normal course and at arms length) from any individual, organization or entity
doing or seeking to do business with the Company. Any offer of such a loan should be reported to
the Corporate General Counsel.
CAMPAIGN AND ELECTION LAW MATTERS
The Company requires compliance by its employees with all applicable laws prohibiting or regulating
use of company funds, properties, and services, directly or indirectly, to influence government
action or the nomination or election of any candidate to public office. Consistent with such
requirements, the Company encourages Covered Persons to exercise their political rights.
All contributions of the Company funds to political candidates, committees and parties and all
other forms of direct or indirect assistance or support must be in strict compliance with all
applicable laws and regulations and must be properly authorized.
Although the Company encourages involvement by Covered Persons in community and government affairs,
political activity, and campaign support for candidates of their choice, such activities must be
undertaken at the individuals own expense, on his or her own time, and not on Company property,
and no reimbursement in any form, directly or indirectly, will be made by the Company.
No partisan political activities by Covered Persons shall be conducted on Company property.
Furthermore, a Covered Persons personal political activity should not in any way create the
appearance that the activity is sponsored by an official position of the Company.
PROTECTION AND PROPER USE OF COMPANY ASSETS
Every Covered Person has a personal responsibility to protect the assets of the Company from misuse
or misappropriation. The assets of the Company include tangible assets, such as products,
equipment and facilities, as well as intangible assets, such as corporate opportunities,
intellectual property, trade secrets and business information (including any non-public information
learned as a Covered Person of the Company).
Theft/Misuse of Company Assets
The Companys assets may only be used for business purposes and such other purposes as are approved
by the Company. No Covered Person may take, make use of, or knowingly misappropriate the assets of
the Company, for personal use, for use by another, or for an improper or illegal purpose. No
Covered Person is permitted to remove, dispose of, or destroy anything of value belonging to the
Company without the Companys consent, including both physical items and electronic information.
No Covered Person of the Company who is entrusted with information of a confidential or proprietary
nature (about the Company, its suppliers, customers or other constituents) shall disclose that
information outside the Company, either during or after service with the Company, except with
written authorization of the Company or as may be otherwise required by law. Covered Persons may
not use confidential information for their own personal benefit or the benefit of persons or
entities outside the Company.
Confidential information includes all non-public information learned as a Covered Person of the
Company. It includes, but is not limited to:
Non-public information that might be of use to competitors, of interest to the
press, or harmful to the Company or its customers, if disclosed;
Non-public information about the Companys financial condition, prospects or plans,
its marketing and sales programs and research and development information, as well as
information relating to mergers and acquisitions, stock splits and divestitures;
Non-public information concerning possible transactions with other companies or
information about the Companys customers, suppliers or joint venture partners, which
the Company is under an obligation to maintain as confidential;
Non-public information about discussions and deliberations, relating to business
issues and decisions, between and among Covered Persons; and
Non-public information about fellow employees or any other individuals about whom
the Company may hold information from time to time.
Network Use, Integrity & Security
The Company reserves the right to monitor or review any and all data and information contained on
any employees or officers computer or other electronic device issued by the Company. In
addition, the Company reserves the right to monitor or review an employees or officers use of the
Internet, Company Intranet and Company e-mail or any other electronic communications without prior
Access to Company systems will be revoked and disciplinary action may be taken in the event that
such systems are used to commit illegal acts, or to violate the nondiscrimination, harassment,
pornography, solicitation or proprietary information terms of this Code of Conduct, or any other
terms of this Code of Conduct.
In order to maintain systems integrity and protect the Company network, no employee or officer
should divulge any passwords used to access any Company computer or database. Any suspected breach
of the Companys network security systems should be reported to a responsible supervisor or
appropriate internal authority immediately.
All employees and officers should refrain from using or distributing software that may damage or
disrupt the Companys work environment by transmitting a virus or conflicting with Company systems.
No employee or officer should engage in the unauthorized use, copying, distribution or alteration
of computer software whether obtained from outside sources or developed internally. All software,
All Executive and Management level employees, and certain newly hired Covered Persons are expected
to sign the Companys Agreement Concerning Employee Inventions and Confidential Information and to
comply with the terms and conditions therein. This agreement covers Company ownership interests
and disclosure concerns with respect to trade secrets, inventions, works of authorship,
developments, innovations and technologies. A copy of the agreement is available from Human
Personal Information and Privacy Concerns
Covered Persons are expected to comply with all applicable privacy and data collection laws,
regulations and treaties. Covered Persons should operate in a way that ensures the safeguarding of
individually-identifiable personal information, including medical and financial information,
collected and used to conduct business operations and to carry out personnel administration.
Consult with the Corporate General Counsel before transferring information to individuals between
countries and before establishing or updating any system, process, or procedure to collect, use,
disclose, or transmit information on individuals.
RELATIONSHIPS WITH CUSTOMERS, VENDORS AND THIRD PARTIES
Each Covered Person should deal fairly with the Companys suppliers, customers, competitors and
employees. No Covered Person should take unfair advantage through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, or any other unfair-dealing
practice. We respect the confidentiality and privacy of our suppliers and customers. Information
about the Companys suppliers, customers, competitors and employees must be used in an ethical
manner and in compliance with the law. Under no circumstance should information be obtained
through theft, illegal entry, blackmail, or electronic eavesdropping, or through misrepresenting
affiliation with the Company or identity. Any confidential or proprietary information should not
be used if it is suspected that such information has been obtained improperly.
Similarly, each employee, officer and director must respect and protect any confidential or
proprietary information shared with the Company unless disclosure is necessary to comply with
statutory requirements, subpoenas, court orders or other lawful process or properly authorized
government investigations. This information should not be released without proper authorization
and should be used for legitimate business purposes only. Employees and officers should not
divulge any confidential or proprietary information about their former employers, nor shall any
Covered Person ever ask them to.
Customers and potential customers are entitled to receive accurate information regarding prices,
capabilities, terms and scheduling. The Company strives to produce advertisements that are fair,
accurate and lawful. False or misleading statements to sell or market Company products or services
are to be strictly avoided. Immediate efforts should be made to correct any misunderstanding that
may exist with a customer or potential customer.
Insider Trading and Fair Disclosure
Covered Persons (nor their related persons) may not purchase or sell securities of the Company,
directly or indirectly, while in possession of material nonpublic information and may not tip
others who may trade on the basis of such information. Material information is any information
that a reasonable investor likely would consider important in arriving at a decision to buy, sell
or hold the Companys securities, whether such information is positive or negative. Nonpublic
information means that such information has not been broadly disclosed to the marketplace, such as
by press release or a filing with the Securities and Exchange Commission, and/or the investing
public has not had time to absorb the information fully. Trading in securities of the Company or a
potential merger partner or target while aware of material inside information (including the
Companys interest in the proposed target), or tipping others to trade, is both unethical and
Accordingly, no employee, officer or director of the Company (nor their related persons) may: (a)
trade securities of the Company or any other company while aware of material nonpublic information
with respect to that company (which includes any company that the Company is considering for
investment) or (b) communicate any material nonpublic information regarding any company to anyone
other than those with a need to know such information in order for the company to conduct business.
Every Designated Employee of the Company (the Companys Chairman, President, Chief Financial
Officer, Chief Operating Officer, employees reporting directly to them, and certain other employees
of the Company as designated by the President or Chief Financial Officer reasonably likely to have
access to Company financial information), directors and their related persons must comply with the
Companys special procedures for directors and Designated Employees. Directors and Designated
Employees may not purchase or sell the Companys securities outside of applicable window periods.
Additionally, before making any purchase or sale of the Companys securities or tipping others with
respect to such information, directors and Designated Employees must consult with the Corporate
General Counsel about whether it would be inappropriate for directors or Designated Employees to
trade in securities at that time.
Of course, where material nonpublic information is permitted to be disclosed, the recipient should
be advised of its non-public nature and the limitations on its use. Any questions as to whether
information is material or non-public should be directed to the Corporate General Counsel. For
additional information, refer to the Companys Insider Trading Policy, available at
Additionally, all Covered Persons must provide full, fair and accurate disclosure in all government
filings and public communications.
Inquiries from the Media and Public
The Company is committed to providing full, fair and accurate disclosure in all public
communications and in compliance with all applicable law, regulations and rules. Consistent with
this commitment and the Companys policy(ies) regarding Insider Trading and Fair Disclosure (see
above), employees are not authorized to answer questions from the media, analysts, investors or any
other members of the public. If you should receive such an inquiry, you must record the name of
the person and immediately notify the Corporate General Counsel.
Relationship to Government Officials and Personnel
The Companys contacts with government officials and personnel, both in this country and abroad,
must be conducted in compliance with all laws and regulations and in such a way as to avoid even
the appearance of impropriety.
The Company seeks lawfully to develop and maintain good relationships and effective communication
with officials at all levels of government, which may impact areas in which the Company does
business. However, contacts and relationships with government personnel must never be illegally
fostered, suggest improper influence upon such persons, or compromise the Companys integrity.
Bribes and Kickbacks
Covered Persons may not give, offer, solicit or receive, directly or indirectly, any bribes,
kickbacks or other thing of value designed to influence or compromise the conduct of the
recipient. As such, Covered Persons shall not, (i) pay bribes to government officials to obtain
favorable rulings, (ii) pay or receive rebates or kickbacks for obtaining business for or from the
Company, (iii) pay or receive any money, gifts, loans, or other things of value that may tend to
influence business decisions or compromise business judgment, or (iv) engage in any other activity
that would similarly degrade the reputation or integrity of the Company.
Gifts, Favors, and Entertainment
The Company does not seek to gain any improper advantage through the use of gifts, entertainment,
gratuities and other courtesies. Similarly, the Company does not want the impartial judgment of
its employees compromised through the receipt of such courtesies. The giving or acceptance of
cash, gifts of more than nominal value, excessive entertainment, discounts or other benefits other
than those generally available to the public or Company employees, and loans or credit assistance
from present or prospective competitors, customers, suppliers, partners, licensees or other outside
concerns that do or seek to do business with the Company, are prohibited. In addition, gifts,
entertainment, gratuities and other courtesies should be offered or accepted only to the extent
such are ordinary and customary, reasonable in the context, not lavish as measured by reasonable
standards in the business community, properly reflected on the Companys financial records,
consistent with all applicable laws and policies of the Company and could not reasonably be
construed as a bribe or payoff or perceived as influencing the employees judgment or impartiality.
Gifts to, or entertainment of, domestic and foreign government officials and employees involve
special rules, laws and regulations. With very limited exceptions, any gift to or entertainment of
domestic and foreign government employees is prohibited. Any permitted gift to, or entertainment
of, foreign government officials or employees must comply with the policies set forth in the
Companys International Business Policy and must be approved by the Corporate General Counsel. As
for gifts to or entertainment of employees of the U.S. government, Covered Persons must obtain the
approval of the Corporate General Counsel prior to giving a gift to or entertaining any U.S.
The Company is subject to antitrust and competition laws in most countries in which it does
business, and the investigation and enforcement of antitrust laws is more and more the result of
international cooperation among enforcement authorities. In general, most antitrust laws in effect
where the Company does business prohibit agreements or actions that may restrain trade or reduce
competition. Violations include agreements among competitors to fix or control prices; boycotts of
specified suppliers or customers; efforts to misrepresent, disparage or harass competitors;
coordination with competitors to allocate products, territories or markets; competitor agreements
to limit the production or sale of products for anticompetitive purposes; price discrimination;
tie-in sales or certain other restrictive agreements with suppliers and customers; and certain
exclusive dealings arrangements. Special care must be exercised to ensure that any activities
undertaken with representatives of other companies, particularly our competitors, are not viewed
and would not be construed as violations of any antitrust laws. The antitrust laws are complex and
their requirements are not always obvious. Questions about a particular situation should be
directed to the Company Corporate General Counsel before you take any action.
Covered Persons must comply with all applicable national and multinational export control laws. For
example, U.S. law requires an export license before certain categories of products or data can be
exported or re-exported. Under certain circumstances, these laws also prohibit subsidiaries of
U.S. companies, including those located outside the United States, from dealing directly or
indirectly without an export license. The Company has adopted guidelines to assist Covered Persons
in any export transaction. Such Covered Persons should refer to and must comply with the policies
set forth in the Companys International Business Policy, available at www.tecumseh.com. Any
questions or uncertainty regarding compliance with export controls should be brought to the
attention of the Corporate General Counsel.
Customs laws require employees of the Company to determine the correct classification, value and
country of origin of all its imports. As an importer, we must be able to demonstrate by a
documented, auditable trail that the Company exercised reasonable care to ensure that its imports
comply with all applicable laws. This requires, at a minimum, the reporting of complete, accurate
and detailed information regarding any imported product, its place (or places) of manufacture and
its full cost. While specific rules may vary, virtually all countries in which we do business
share these requirements. Violations are punishable by civil and criminal penalties. For
additional information, refer to the Companys International Business Policy available at
Foreign Corrupt Practices Act
The Foreign Corrupt Practices Act (FCPA) prohibits the payment or offer of money, or anything of
value, by or on behalf of U.S. companies (and their subsidiaries) outside the United States to
foreign government officials, political officials or candidates, and officials of public
international organizations (e.g., the United Nations, International Monetary Fund or World Bank)
for the purpose of securing or retaining businesses. Under that law, the Company is accountable
for the actions of its employees (including non-U.S. citizens
) and agents throughout the world.
There are limited circumstances where certain small, facilitating payments for the purpose of
obtaining routine, non-discretionary governmental services are permitted under the FCPA. Covered
Persons should consult the Companys International Business Policy for further guidance on the
prohibitions and requirements of the FCPA and obtain written approval of the Corporate General
Counsel prior to making any facilitating payment to a foreign official. In addition, the FCPA
requires the Company to use proper accounting controls and maintain accurate, reasonably detailed
books and records of all transactions. All Covered Persons, whether located in the U.S. or abroad,
are responsible to ensure compliance with the FCPA and the Companys International Business Policy.
Any question or uncertainty regarding compliance with the FCPA should be brought to the attention
of the Corporate General Counsel.
Subpoenas and Government Investigations
As a general matter, it is the Companys policy to cooperate in any government investigations and
inquiries. All subpoenas, information document requests, or other investigations or inquiries
should be referred immediately to the Corporate General Counsel.
MAINTAINING A SAFE, HEALTHY AND AFFIRMATIVE WORKPLACE
The Company is an equal opportunity employer and bases its recruitment, employment, development and
promotion decisions solely on a persons ability and potential in relation to the needs of the job,
and complies with local, state and federal employment laws. The Company makes reasonable
job-related accommodations for any qualified employee or officer with a disability when notified by
the employee that he/she needs an accommodation.
The Company is committed to a workplace that is free from sexual, racial, or other unlawful
harassment, and from threats or acts of violence or physical intimidation. Abusive, harassing or
other offensive conduct is unacceptable, whether verbal, physical or visual. Any person who
believes that they have been harassed or threatened with or subjected to unfair treatment or
physical violence in or related to the workplace should report the incident to an appropriate
supervisor or Human Resources or Corporate General Counsel, who will arrange for it to be
investigated. All efforts will be made to handle the investigation confidentially. For additional
information, refer to the Companys Harassment Policy, available at www.tecumseh.com
The Company will not tolerate the possession, use or distribution of pornographic, racist, sexist
or otherwise offensive materials on Company property, or the use of Company personal computers or
other equipment to obtain or view such materials. All employees and officers must promptly contact
an appropriate supervisor or Human Resources or the Corporate General Counsel about the existence
of offensive materials, on the Companys systems or premises so that appropriate action may be
taken, including notifying the proper authorities if necessary.
The Company is committed to providing a drug-free work environment. The illegal possession,
distribution, or use of any controlled substances on Company premises or at Company functions is
strictly prohibited. Similarly, reporting to work under the influence of any illegal drug or
alcohol and the abuse of alcohol or medications in the workplace is not in the Companys best
interest and violates this Code of Conduct.
The Company is committed to protecting the health and safety of each employee. This means
following procedures for reducing accident risks, and it means using equipment safely. It means
following safe workplace practices no exceptions, no shortcuts. All accidents, injuries, or
concerns about unsafe equipment, practices, conditions or other potential hazards should be
immediately reported to an appropriate supervisor.
MAINTENANCE OF ACCURATE AND COMPLETE RECORDS
Covered Persons engaged in the preparation of financial statements that are prepared for the public
and/or regulatory agencies are to apply reasonable procedures to ensure that:
All disclosures contained in periodic financial reports fairly present, in all
material respects, the operations and financial condition of the Company.
Periodic reports that are required to be filed by the Company contain full, fair,
accurate and understandable disclosures.
Any effort to mislead or coerce the independent auditors or a member of internal audit staff
concerning issues related to audit, accounting or financial disclosure has serious legal
consequences for the perpetrator, including criminal sanctions, and for the Company, and is
strictly prohibited. If you become aware of any violation of this policy, you must report the
matter immediately in accordance with the Company Ethics Reporting Policy, which is available on
the Companys website at www.tecumseh.com.
The Companys Financial Managers have a special role both to adhere to these principles themselves
and also to ensure that a culture exists throughout the Company as a whole that provides for the
fair and timely reporting of the Companys financial results and conditions. In addition to
complying with the principles set forth in this Code of Conduct, Financial Managers must also
comply with the Companys Code of Ethics for Financial Managers, which is available on the
Companys website at www.tecumseh.com.
The Company requires the maintenance of accurate and reliable records with respect to all receipts
and disbursements as well as with respect to all transactions to which it is a party.
Accurate and reliable records shall be maintained at all times. All payments of money, transfers
of property, furnishing of services and other transactions must be reflected in detail in the
appropriate accounting and other business records of the Company.
Covered Persons shall make full disclosure of all relevant information and shall otherwise fully
cooperate with internal auditors, external auditors and the Corporate General Counsel in the course
of audits or investigations.
Covered Persons must ensure that the Companys business records are available to meet the Companys
business needs, including legal and tax requirements. Covered Persons shall be alert and observe
all instructions from the Legal Staff requiring that certain records be retained beyond normal
retention periods for legal or compliance reasons. Failure to comply with such instructions can
result in serious harm to the Company and its employees. It is unlawful to destroy, conceal, alter
or falsify any Company business or other record, document or improperly object to the disclosure
for the purpose of obstructing or influencing any lawsuit or other legal or governmental proceeding
Adequate documentation relating to the employment of sales representatives and consultants should
be maintained. Before hiring consultants there is to be a written contract stating the services to
be performed and the terms of the agreement.
When the Company enters into commission or fee agreements with firms or persons servicing as
commercial sales representatives, agent for consultants, the following must be observed:
All terms of such commission or fee agreement must be fully documented and described
in a written contract;
In addition to standard contractual terms and conditions, the contract should
contain a clear description of the services to be rendered by the representative, agent
Commissions or fees for assistance in securing orders and for after sales service
must be reasonable as to amount and consistent with local custom and normal practice in
the industry for the products involved and for the services rendered; and
All commission and fee payments must be made in accordance with all laws and
regulations and recorded accurately in the Company books.
The Company intends this Code of Conduct to be its code of conduct under Rule 4350(n) of The Nasdaq
Stock Market, Inc. or any successor rule.
CAVEAT REGARDING OTHER COMPANY POLICIES
This Code of Conduct is part of a broader set of Company policies. This Code of Conduct is not
intended to supersede or materially alter any specific existing Company policies and procedures and
it should be read and complied with together with such policies and procedures.
Revised as of: August 2010