Snap-on Incorporated Code of Business Conduct and …

[Pages:22]Snap-on Incorporated Code of Business Conduct and Ethics

Contents

Page

Snap-on Incorporated.................................................................................................................. 1

Code of Business Conduct and Ethics ..................................................................................... 1 Integrity - Principles - Snap-on ............................................................................................................... 2

Snap-on Workplace ...................................................................................................................... 3 Accuracy of Public Communications..................................................................................................... 3 Accuracy and Integrity of Books and Records................................................................................... 3 Fair Dealing .................................................................................................................................................... 4 Money Laundering....................................................................................................................................... 5 Equal Employment Opportunity Laws, Diversity and Harassment-Free Work Environment .................................................................................................................................................. 5 Policy Against Human Trafficking and Slavery ................................................................................ 6 Prohibition Against Retaliation .............................................................................................................. 8

Protecting Snap-on Assets.......................................................................................................... 9 Protection and Proper Use of Company Assets................................................................................. 9 Avoidance of Conflicts of Interest .......................................................................................................... 9 Corporate Opportunities ........................................................................................................................ 11 Securities Trading ..................................................................................................................................... 11 Confidential and Inside Information.................................................................................................. 13

Competing Globally and Ethically..........................................................................................15 Ethics and Compliance in the International Community ........................................................... 15 Supplier Code of Conduct and the Use of Labor............................................................................ 16 Restrictions on Trade .............................................................................................................................. 16 Competition Laws ..................................................................................................................................... 18 Political Activities and Contributions................................................................................................ 19 Compliance and Reporting .................................................................................................................... 20 Waivers ......................................................................................................................................................... 21 Questions...................................................................................................................................................... 21

Snap-on Incorporated Code of Business Conduct and Ethics

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Last revised: November 3, 2020

Integrity - Principles - Snap-on

At Snap-on, doing the right thing comes down to two simple words. Integrity. Principles. These words define who we are and how we act as a global family of businesses.

The words are simple, but upholding them takes hard work. It takes commitment to our values as individuals and as a corporation. It takes a desire to act with integrity and to perform to the highest ethical standards in everything we do. And it all starts with people.

We make choices every day. For the most part, those choices are easy. Right or wrong. But sometimes in today's complex world, making the right choice may not be clear cut. We need guidelines and a framework for how we conduct our business in this demanding environment.

For more than a decade, Snap-on has had such a guide in the form of a formal code of conduct. This latest version of our Code of Conduct expands on those principles to encompass an increasingly regulated and scrutinized marketplace. I ask you, as a valued associate at Snap-on, to take the time to read and understand this document from beginning to end.

In this document, you will find the full text of Snap-on's Code of Business Conduct and Ethics. You will also learn how to get answers to your questions, and who to contact to report any suspected violation.

It is the law in the United States for publicly traded companies to have such a code. That law applies to all associates at Snap-on, regardless of title, duties or geographic location. Many different laws regulate global companies at the same time. There may be times when the laws of two or more countries are in conflict. If you encounter such a conflict, consult our legal department for direction on how to properly resolve that situation.

Thank you for your attention to this important topic and for your commitment to demonstrating the principles and spirit of this code. Through our actions, together we will maintain the excellent reputation our corporation has worked so hard to earn.

Thank you.

Nicholas T. Pinchuk Chairman, President and Chief Executive Officer

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Snap-on Workplace

Accuracy of Public Communications

All Company personnel are required to help the Company's Chief Executive Officer and senior financial officers discharge their responsibilities to establish and maintain adequate and effective disclosure controls and procedures, by providing reliable and accurate information and by otherwise supporting appropriate disclosure practices. These controls are designed to provide assurances to the Company and its shareholders that disclosures of material information related to the Company and its consolidated subsidiaries in its periodic reports filed with, or submitted to, the Securities and Exchange Commission and other public communications are full, fair, accurate, timely and understandable.

What this means to me Changes in securities laws address the way U.S. public companies disclose and certify important information. These changes help ensure that such information is communicated to all audiences in a fair, understandable, timely and complete way.

At Snap-on, we make every effort to report important news as completely, fairly, broadly, clearly and promptly as possible. What we report to shareholders, regulators, associates, and the general public has been ? and will continue to be ? the truth. And besides...it is the law.

Selective disclosure ? that is, giving material information to some outside parties over others ? is strictly forbidden.

Communication with the media, the investment community and the public is the responsibility of designated spokespersons within the Company.

Accuracy and Integrity of Books and Records

All Company books, records and accounts must accurately present the transactions recorded. All assets and liabilities of the Company must be recorded in the regular books of account. No undisclosed or unrecorded fund or asset may be established. No false or artificial entries may be made. No payment may be made, or purchase price agreed to, with the intention or understanding that any part of the payment is to be used for any purpose other than that described in the document supporting the payment.

This policy is not limited to accounting and auditing personnel. It applies to all associates, including anyone who negotiates or authorizes sales and purchase contracts, submits expense reports, or prepares or pays invoices.

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What this means to me Good, ethical business practices dictate that our books and records contain factual and correct information ? in short, that the information is what we say it is.

We need to follow all government laws and regulations concerning books, records and accounts.

Keep in mind that incomplete or misleading records can subject a company to lawsuits, fines, or even imprisonment. It can also damage a company's reputation, and that damage can be hard to repair.

It is everyone's job to keep and submit accurate records. Submitting false, altered or inflated reports, invoices or contracts is a serious offense,

with serious penalties.

Fair Dealing

The Company will engage only reputable, qualified individuals or firms as consultants, agents, representatives or distributors under compensation arrangements that are reasonable for the services performed. Any such engagement should be formalized in a written agreement.

The Company expects its associates and agents alike to conduct business with integrity. Ignorance of that standard is never an acceptable excuse for improper behavior, nor is it acceptable for improper behavior to be rationalized as being in the Company's best interest. No act of impropriety advances the interest of the Company. You should deal fairly with the Company's customers, suppliers, competitors and associates. You must not take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentations of material facts or any other unfair-dealing practice.

What this means to me Snap-on is committed to working with suppliers and other partners who share our desire to act ethically and responsibly.

Whether we are dealing with outside parties or with fellow Snap-on associates, it is our duty to be fair and to conduct business with integrity. It is a duty that extends to the way we treat our competitors, as well.

Healthy competition is one thing. Showing favoritism to friends, engaging in questionable business practices and entering into "sweetheart" deals are quite another. They can poison a company's work climate. They have no place at Snap-on.

Operating in a fair and decent manner is not always easy...especially if it means losing a customer or missing a sales opportunity.

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 Put yourself in the other person's position. Act the way you and your company would want to be treated.

Money Laundering

Money laundering is the conversion of money or property gained from illegal activities into money that appears to have been legally earned. It is the Company's policy to comply fully with all applicable anti-money laundering laws in the United States and in all other countries where the Company does business. It is the Company's policy to conduct business only with clients who are engaged in legitimate and lawful business activities, and to engage in transactions with funds that are derived solely from lawful activities and legitimate sources. Snap-on will have no involvement in any activity that facilitates money laundering or funds terrorism or any other criminal activity.

What this means to me Our business takes us to many parts of the world, as well as to most areas of the U.S. As a result, we do business with a wide range of customers, suppliers, partners and other parties.

Recent geopolitical events and terrorist activities, along with widely publicized cases of fraud, racketeering and other illegal acts, have put an added spotlight on the dangerous consequences of money laundering. As a result, you are urged to:

Listen to your intuition. If you encounter questionable requests or transactions, alert your supervisor.

Be watchful of one-time requests or favors, such as a one-time wiring of funds to an unauthorized account, or a request to bypass a company payment policy or procedure.

Equal Employment Opportunity Laws, Diversity and Harassment-Free Work Environment

Snap-on values diversity in its workforce and attempts to foster an appreciation of the different cultural values of its increasingly diverse associate population. No single culture, background or group has a lock on the best ideas. Without question, our associates' rich and varied perspectives, experiences and backgrounds make us a stronger company. Indeed, that diversity enhances our productivity and serves as a real competitive advantage. That is certainly the case for companies, such as ours, that do business internationally.

It is the Company's policy to provide employment opportunities without regard to race, religion, color, national origin, gender, age, ancestry, sexual orientation, veteran status, marital status, gender identity, disability or any other reason prohibited by federal, state or local laws in the United States.

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The Company requires you to abide by all employment and labor laws applicable to the operating unit or office where you work.

The Company believes that every associate has the right to work in an environment free of discrimination, and it is the policy of the Company to maintain a work environment free from discrimination or harassment of any type. All associates are expected to understand both the moral and legal responsibilities involved in a respectful and harassment-free work environment.

What this means to me Respect, dignity, opportunity. These are what every individual deserves, and what every Snap-on associate expects. Our goal is to create and maintain an environment that fosters collaboration, interaction, tolerance and respect. We are committed to a work environment that is free of harassment and intimidation.

It's our duty to follow all applicable laws in hiring, labor relations and all other human resources matters. It's also good business.

At Snap-on, advancement, raises, promotions, bonuses, assignments and training opportunities are based on performance and contributions ? in short, on merit.

It's your responsibility to report any type of harassment to your supervisor. If the issue is not resolved or you are not comfortable raising the issue with your supervisor, you should contact human resources or you may contact the Company's Ethics Help Line at 866-GO-TOOLS (866-468-6657) or submit an issue to the website .

Policy Against Human Trafficking and Slavery

The Company will not tolerate and will not condone the use of slavery, forced, involuntary or coerced labor, child labor, human trafficking or sex trafficking by any employee, agent, subcontractor or supplier in the operation or support of our business or the manufacture and distribution of our products. For more information, please review the Company's Policy Against Human Trafficking and Slavery that can be found at .

What this means to me Each of us is responsible for how we treat our fellow associates and for monitoring the ways in which others within our supply chain treat their associates. As individuals and as a Company, we are committed to fostering and ensuring our work environments are free of human trafficking and slavery.

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Health, Safety and the Environment

It is the Company's policy that all Company personnel will be provided with a safe and healthy work environment. All associates are required to comply with all applicable occupational health and safety laws and with Company regulations and programs that address health and safety.

The Company recognizes and believes in the importance of safeguarding natural resources and the global environmental heritage. The Company believes that environmental goals can and should be consistent with economic health.

The Company pledges to protect environmental quality and human welfare in our communities; and to implement environmentally sound policies designed to prevent, mitigate and, where appropriate, remedy impacts on the environment of the community.

The Company can best meet its commitment to the environment, our associates and our neighbors by following these principles of conduct:

Conserve energy and natural resources through prudent use and reuse, where appropriate.

Work hard at continually eliminating waste and pollution at its source; otherwise reduce, reuse and recycle.

Properly dispose of or effectively treat any waste not economically reused. Design, operate and assess our facilities, ensuring the protection of the safety and

health of our associates and our neighbors, including contractors and others who visit our facilities. Make hygiene, safety and environment a priority in developing new products and processes. Recognize, anticipate, respond to and communicate significant environmental aspects/impacts in a timely manner to associate and community concerns regarding our products and operations. Participate in the public debate on regulatory issues to the end of accomplishing sound and economic regulatory theory. Manage all operations in a lawful manner and meet other relevant and appropriate requirements with regard to environment, safety and health. Periodically audit and assess our performance against stated goals and the principles of our regulatory management system.

What this means to me Each of us can make a difference at Snap-on, in large ways and small. Paying attention to health and safety issues, avoiding wasteful practices, operating in a way that protects the environment ? these and related matters are everyone's concern. And everyone benefits ? in terms of health, comfort, efficiency and productivity ? when we're diligent about following smart practices.

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Remember that common sense goes a long way in maintaining a safe and healthy work environment...and so does being alert. A second of inattention or carelessness ? on or off the job ? can change a life forever. There's no place for a passive, neglectful or inconsistent approach to something as important as our health, our safety and the environment.

In fact, at Snap-on, we believe it's good business to treat the air, water and other natural resources with care.

To help ensure everyone's safety, report such things as a burned-out light bulb in the stairway. Tell a supervisor about a hazard on the plant floor or in the office.

Conserve, recycle and reclaim, whether it's paper, glass, plastic, office supplies, water or energy. Be a good steward of company, community and natural resources.

Look out for one another ? and for the people and generations who will succeed us.

Prohibition Against Retaliation

The Company prohibits reprisals for good-faith reporting of actual or possible violations of this Code, or for participating in investigations or proceedings involving this Code. Retaliation in any form against any Company personnel who report a possible violation of this Code, or who assist in the investigation of a possible violation of this Code, is itself a violation of this Code and will be cause for appropriate discipline. In certain circumstances, there may be criminal penalties for retaliation, including fines and imprisonment.

What this means to me Freedom to voice one's concerns and to be heard is an important part of the Snap-on culture. Yet it's not always easy to lodge a complaint or "blow the whistle" on behavior that violates company policy. But remember:

Snap-on strongly urges the reporting of all suspected violations of the Code of Business Conduct and Ethics.

It's wrong to punish or in any way mistreat someone who has registered a complaint or flagged unethical behavior. In fact, there are serious penalties for doing so.

To the extent possible, information regarding the investigation of illegal, improper or other unethical activities is kept confidential.

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