Page: 1 of 8 Prepared By Reviewed By Approved By Approved By DATE CCI Compliance Ian Whiting 21 December 2009 President Paul, Hastings, Janofsky & Walker LLP Patrick McCullough Chief Financial Officer CCI Compliance Division General Counsel Ian Whiting President 19 February 2010 Paul, Hastings, Janofsky & Walker LLP Patrick McCullough Chief Financial Officer CCI Compliance Division General Counsel Ian Whiting President 1 August 2011 Paul, Hastings, Janofsky & Walker LLP George Bullock Interim Chief Financial Officer Division General Counsel
Page: 2 of 8 1. Introduction 1.1 The Company is committed to conducting business honestly, ethically and with integrity. The Company requires its directors, officers and employees and many third parties acting on behalf of the Company to comply with this Anti-Corruption Policy (the Policy ) to ensure compliance with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act ( FCPA ), the U.K. Bribery Act, U.S. and U.K. commercial bribery laws, and the anti-corruption laws of other countries where the Company does business. This Policy provides detailed standards to supplement the general directives in the Code of Business Conduct. 1.2 This Policy was approved by the President, Chief Financial Officer, and General Counsel. 1.3 The Company has appointed a to oversee the implementation of this Policy. The will establish any procedures necessary to implement this Policy, monitor the Company s compliance with this Policy and relevant procedures, provide anti-corruption training, and assume other responsibilities as set forth in the Company s policies and procedures. The Chief Compliance Officer shall have the authority to report matters directly to the Board of Directors. The is available to all employees to answer questions regarding the scope of this Policy or any specific requirements thereunder. 2. Scope of Policy and Compliance Responsibility 2.1 This Policy governs all Company business activities around the world and applies to all directors, officers and employees of the Company. Along with the Policy Regarding Retention of Class A Third Parties, this Policy establishes requirements for the Company s relationships with certain third parties who will act on behalf of the Company in connection with business activities outside the United States, including but not limited to sales agents and representatives, consultants, resellers, customs brokers, subcontractors and trading houses (collectively, Third Parties ). All such Third Parties shall agree in writing to comply with all applicable portions of this Policy. 2.2 It is the responsibility of all personnel to understand and comply with this Policy, and to ensure that those Third Parties with which they deal comply with this Policy. All personnel are also expected to maintain accurate documentation of transactions entered into by or on behalf of the Company, report information to appropriate personnel as contemplated in this Policy and related guidelines, and provide compliance certifications required by the Company.
Page: 3 of 8 3. Prohibition Against Improper Payment Activity 3.1 Company personnel and Third Parties are strictly prohibited from engaging in any improper payment activity with any party in connection with Company business or products. Improper payment activity should be interpreted broadly to mean that applicable personnel are prohibited from paying, promising to pay, offering to pay, or authorizing the payment of anything of value (e.g., money, gifts, hospitality, expenses, reciprocal favors, job opportunities, or any other benefit or consideration), directly or indirectly, to any customer, end-user or Government Official (as defined below) to secure any improper advantage or to take any action that would cause the Company, its personnel or Third Parties to violate the FCPA or other applicable anti-corruption laws, including those of countries in which the Company, Company personnel and Third Parties conduct business. The term Government Official should be interpreted broadly, and includes: any officer or employee, whether paid or unpaid, of: o a government, or any department or agency thereof; o a state-owned or controlled enterprise; or o a public international organization; members of royal families; any political party or party official or candidate for public or political party office; or any person acting in an official capacity on behalf of any of the foregoing, whether paid or unpaid. 3.2 Company personnel and Third Parties may not make a payment if they have any reason to suspect that any portion of the payment will be used for improper purposes. Company personnel and Third Parties cannot avoid liability by looking the other way and consciously disregarding improper activity or indications of improper activity. 4. Facilitating or Grease Payments 4.1 The Company prohibits the payment of facilitating or grease payments to Government Officials. A facilitating payment is a small value payment made to a Government Official to expedite or secure the performance of a routine non-discretionary governmental action, which is ordinarily and commonly performed by a Government
Page: 4 of 8 Official. Examples include: (i) providing certain non-discretionary permits, licenses or other official documents to enable a person or entity to do business in a foreign country; (ii) processing non-discretionary governmental papers such as visas and work orders; (iii) providing police protection, mail delivery, or scheduling inspections associated with contract performance or the shipment of goods; (iv) providing phone, power or water service, loading and unloading cargo, or protecting perishable products from deterioration; or (v) other action of a similar nature. Routine governmental action does not include any discretionary action, such as a decision by a Government Official as to whether, or on what terms, to award new business to or to continue business with a particular party, or any action taken by a Government Official involved in the decisionmaking process to encourage a decision to award new business or to continue business with a particular party. 4.2 Although facilitation payments are sometimes alleged to be normal or legally required fees or payments, the U.K. Bribery Act, several countries within the European Union, and many other applicable laws where the payment is made or where the Government Official resides may prohibit the making and/or receiving of that payment. 4.3 If you receive a request for a payment that may be a facilitation payment, you should attempt to obtain written evidence of the requirement and speak to a more senior official. You should also request a receipt for the payment. If you do not receive information that convinces you the payment is a bona fide legal or regulatory requirement, you should refuse to make the payment and contact the Compliance Department as soon as practicable. 4.4 In very rare circumstances, a Company employee may deem it necessary to make a payment to a Government Official to avoid imminent danger, such as a threat to personal health or safety. Such a payment would be made in response to emergency circumstances where, in the best judgment of that Company employee at the time, such payment was required to be made in order to remove or mitigate the threat or risk of imminent danger. If you need to make the payment immediately to avoid the threat to personal health or safety, you must contact the thereafter as soon as practicable. The FCPA and Company policy require that all transactions be recorded accurately in the Company s books and records. If the Chief Compliance Officer approves a payment under this section, the Compliance Department must notify the appropriate finance and accounting manager who must ensure that the payment is accurately recorded. The finance and accounting manager must retain all supporting documentation, including written approvals, in the appropriate files. The employee reporting the expense should include sufficient information to make the circumstances and purpose of the payment clear.
Page: 5 of 8 5. Political and Charitable Donations 5.1 Neither the Company nor any of its directors, officers and employees may make donations for political purposes, including donations made by or on behalf of the Company to political parties, party officials and candidates for political office. Such donations are prohibited by IMI s Donations Policy. Moreover, the FCPA, the U.K. Bribery Act, and similar laws of other countries prohibit bribing foreign political parties, party officials and candidates for political office. Donations to such individuals or entities could be deemed to be improper payments under such laws. 5.2 As a good corporate citizen, the Company supports charitable organizations that contribute to the well being of their communities, however, the Company does not make or administer charitable contributions at the corporate level. All corporate contributions, whether monetary or in-kind, must be submitted to, reviewed, and approved by IMI plc in accordance with the IMI Way and any applicable procedures. 6. Business Meals, Entertainment, Gifts and Travel 6.1 The provision of business meals, entertainment, gifts to customers and Government Officials is permissible in certain circumstances but limitations, preconditions, and approval requirements may apply. The Policy for Business Meals, Entertainment, and Gifts and Customer Expense Policy set forth these requirements. 6.2 The provision of travel and related expenses (including airfare, ground transportation, and lodging) to customers and Government Officials is generally not permissible. Under certain circumstances, however, it may be appropriate for the Company to pay for such expenses provided they are approved in advance by the. The Customer Expense Policy and Travel & Business Expense Reimbursement Policy set forth these requirements. 7. Review, Approval, and Oversight of Third Parties 7.1 The Company has identified the categories of Third Parties that it may retain in connection with business outside the United States that present potential risk to the Company under the FCPA or other applicable anti-corruption laws. The Company will not retain such Third Parties unless and until they have been reviewed and approved in accordance with the Policy Regarding Retention of Class A Third Parties.
Page: 6 of 8 7.2 No director, officer or employee may instruct a Third Party to perform any work or service on behalf of the Company or promise to pay for such work or service unless and until the Third Party has been approved in accordance with the Policy Regarding Retention of Class A Third Parties and a written agreement has been executed by the Company and the Third Party. 7.3 The shall adopt sufficient procedures for ongoing monitoring and training as appropriate for the Third Party for the duration of the business relationship. 8. Recordkeeping 8.1 Company books and records must fully and fairly reflect all expenditures of Company funds. Attempts to create false or misleading records are forbidden. These requirements apply to all books and records of the Company, including forms required for processing payments, attachments, backup documents used to justify payment requests, authorizations and classification of payments by accounting code, among other books and records. 8.2 No payment on behalf of the Company may be approved without adequate supporting documentation or made with the understanding that all or part of such payment is or has been used for purposes other than those identified in supporting documents. No payments can be made, directly or indirectly, to undisclosed or unknown recipients. 8.3 No undisclosed or unrecorded funds of the Company, such as off the books accounts, shall be established for any purpose. 8.4 This policy applies not only to expenses incurred or transactions undertaken by Company personnel, but also expenses incurred by Third Parties for which reimbursement from the Company is requested. 9. Financial Controls 9.1 The Company has implemented internal financial controls. The Chief Financial Officer has established these controls to ensure compliance with applicable laws. All employees must comply with the procedures constituting these controls. 10. Training 10.1 The is responsible for ensuring that Company personnel and Third Parties receive adequate training regarding the FCPA, other applicable anticorruption laws, and relevant Company policies. On a yearly basis, the Chief
Page: 7 of 8 Compliance Officer shall create an annual compliance training plan that identifies which Company personnel and Third Parties should complete an on-line training course and/or attend in-person training. The shall maintain records of all training provided, including information regarding the identity of the individuals trained, the date training was provided, the method of training (e.g., on-line or in-person), a copy of the training presentation, and the name of the trainer (if in-person). 11. Certifications 11.1 All Company personnel shall be required to certify in writing, no less than once each year, that they have received and understand Company policies and procedures related to anti-corruption (including this Policy and the Code of Business Conduct); that they have acted in compliance with and will continue to comply with those policies and procedures; that they are not aware of any violations of these policies and procedures; and that they will report any violations or concerns in the future. 12. Reporting 12.1 All persons subject to this Policy are required to promptly report any instances of noncompliance with this Policy. Reports may be made to the, the Legal Department of IMI plc, or anonymously through the IMI Hotline. Failure to do so will be treated as a violation of this Policy. 12.2 No Company personnel or Third Party will suffer adverse consequences for refusing to engage in improper payment activity, even if this refusal results in loss of business. 13. Violations of this Policy 13.1 Violations of this Policy may result in disciplinary action up to and including termination and/or referral to national law enforcement authorities. Breaches of the FCPA or other global anti-corruption laws could also subject the individual who committed the violation to civil or criminal penalties, including substantial fines and potentially lengthy imprisonment.
Page: 8 of 8 14. Contact Details: 22591 Avenida Empresa Rancho Santa Margarita, CA 92688 compliance@ccivalve.com 949-888-4167 IMI Jo Morgan IMI plc Lakeside Solihull Parkway Birmingham Business Park Birmingham, U.K. B37 7XZ 44 (0) 121 717 3784