Code of Ethical Conduct - KV



Code of Ethical Conduct

For Knape & Vogt Manufacturing Company and it’s subsidiaries

Knape & Vogt (“KV” or the “Company”) and its subsidiaries strive to apply high ethical, moral and legal principles in every aspect of business conduct. This written statement of principles is only a guide. If an employee is concerned about an ethical situation or is not sure whether specific conduct meets with KV standards that employee should feel free to discuss that situation with a supervisor, member of human resources, or contact either KV’s legal counsel, Linda Jo Carron, or members of the Audit Committee to discuss such a situation. Information on how to contact these individuals is included at the end of this document. A good basis for deciding when to get advice is to ask whether the conduct might be embarrassing to KV or the employee(s) involved if the details were fully disclosed to the public. If it might, the employee should seek clarification.

KV expects its employees to understand and obey all legal requirements governing the Company’s business. The Company provides ongoing education concerning applicable laws and regulations, and employees needing more information should talk with their supervisor or contact the outside parties listed above. However, compliance with the law is a bare minimum. Employees should continually avoid even the appearance of impropriety or of violating the law or this Code of Ethics.

Employee Relationships and Conflicts of Interest

Employees are expected to make decisions in the best interests of the Company, and not for personal gain. No employee – nor any member of his or her immediate family – should acquire a financial interest in, or accept employment by, an entity doing business with KV, if the interest or employment could conflict with the employee’s performance of his or her duties.

Neither employees nor their immediate family members may accept gifts that create any obligation – either stated or implied – to a competitor, supplier or customer. Gifts should not be accepted unless the gift has been previously approved by a member of the Executive Team or is of only nominal value.

Employees may not offer any gift to any employee, or a member of the immediate family of any employee, of a competitor, supplier or customer if the gift or favor might place the recipient under any obligation to the employee making the gift or to KV.

Kickbacks, bribes, rebates or other illegal consideration are never acceptable, and must never be either given or accepted by anyone acting on behalf of KV. Employees dealing with government agencies should be particularly alert to any agency rules limiting or prohibiting gifts or favors.

Employees may not use or disclose any confidential or non-public information learned through their employment by KV, for their own or someone else’s personal benefit. Use of such information potentially violates strict Federal laws against “insider trading” in securities.

Employees should respect company property and use company assets – including computers and related information technology assets - only in accordance with established Company policies.

Political Contributions and Public Service Involvement

KV works hard to earn and maintain the respect of the communities in which it operates. Employees are encouraged to speak out on important community issues. Employees must be careful, however, not to give the impression they are speaking on behalf of KV unless they are actually authorized to do so.

Neither KV nor any of its subsidiaries are permitted to contribute, directly or indirectly, to any political campaign or party. Employees may not use Company expense accounts to pay for any personal political contributions or seek any other form of Company reimbursement.

In addition, employees should not use Company facilities or Company assets for the benefit of any party or candidate, including any employee individually running for office.

Political payments in foreign countries pose special legal problems. Employees engaged in foreign operations should never make a payment to any foreign government official, agency or instrumentality, or to any foreign political party, party official or candidate unless the specific payment has been reviewed and approved by the Company’s Executive Team and legal counsel. Employees working with others in foreign countries need to familiarize themselves with the U.S. Foreign Corrupt Practices Act, which prohibits giving anything of value to officials of foreign governments in order to obtain or retain business.

Misrepresentations and False Statements

Employees must never make a deliberate misrepresentation concerning KV or its business operations.

No employee should ever create or assist anyone to create a false or misleading entry in any book or business record of KV, including business expenses or employee time reports. No unrecorded or “hidden” funds or assets are permitted under any circumstances.

Employee Discrimination and Harassment

KV is firmly committed to the principle of equality of opportunity in employment and human relationships. Each employee is expected to treat fellow employees with respect and dignity.

KV offers employment, training, compensation and advancement on the basis of qualification and merit, regardless of race, religion, sex, national origin, age or veteran status. KV will extend the same considerations to qualified disabled persons, consistent with the individual’s abilities to perform job duties safely and efficiently.

Business relationships with competitors, suppliers and customers of KV must always be conducted free of discrimination based on race, religion, sex, national origin, veteran status or disability.

Employees may not engage in any sexual or other harassment of co-workers, competitors, suppliers or customers of KV – in accordance with established Company policies.

All KV employees are responsible for implementing this policy of non-discrimination. This may require special affirmative action by all levels of executive managerial and supervisory personnel to seek out competent persons and business entities entitled to the benefits of the broad KV commitment to equal opportunity.

Competition

All business activities of KV are highly competitive, and it is the policy of KV to compete aggressively, but fairly. A major part of this commitment to compete fairly is a commitment to abide fully by the antitrust laws. In general, these complex laws prohibit any form of agreement or understanding – whether formal, informal, express or implied – that unreasonably reduces competition and business rivalry. This commitment also prohibits any unfair or untrue disparagement of a KV competitor.

Absent compelling special circumstances, KV should select all vendors and contractors on the basis of written competitive bids.

Safety and the Environment

The safe operation of KV activities is always a primary goal.

All employees, without exception, are responsible for insuring that all KV operations are conducted safely. Employees are expected to observe all safety rules and practices and to follow instructions concerning safe and efficient work practices. All employees should advise their supervisor or other management representatives immediately if they see a work practice or activity they consider to be conducted in an unsafe or careless manner.

KV and its employees must remain committed to taking all reasonable steps to preserve and enhance the environment, public health and safety.

All employees are entitled to a safe place in which to work. Workplace violence, including threats, threatening behavior, harassment, intimidation, assaults and similar conduct, will not be tolerated. In the interest of the safety of all employees, and all who do business with us, the Company strictly prohibits the possession of any weapons or firearms on Company premises, in a Company vehicle, or while conducting Company business.”

Government Investigations

It is our policy at KV to cooperate fully with any appropriate government investigation. If you or someone that you supervise learns about a possible government investigation or inquiry, inform the legal department immediately.

If a government investigation takes place in your area, these are some general guidelines which must be followed: never destroy documentation, never alter existing records, never make untrue or misleading statements, and never try to inappropriately influence anyone else at KV to provide untrue information.

Confidentiality

No KV employee shall use, disseminate, or disclose confidential or proprietary information to any person or business, without KV’s written consent.

Works for Hire

Each KV employee agrees that all works made for hire by the employee are owned by KV. Moreover, each employee agrees to assign to KV all right, title, and interest in all such work whether or not subject to protection by copyright or other law.

Contact Information

If a KV employee believes that they are aware of a situation, which would be considered inappropriate and/or would place the Company, its management or its employees in a bad light, then they may contact the following individuals to discuss the situation:

Linda Jo Carron – Corporate Attorney (616) 258-5256

Tom Bradley – Audit Committee Member tom_bradley@

Bill Denton – Audit Committee Member (414) 702-4688 or bdenton624@

KV’s Board of Directors and management team want to assure all KV employees that they will not face any consequences for reporting items which they believe violate this Ethical Code of Conduct.

DEFINITIONS:

PARTY RELATED TO YOU - any: (1) party (other than KV) of which you are an officer, director or partner or are, directly or indirectly, the beneficial owner of 10% or more of the voting interests, (2) trust or other estate in which you have a substantial beneficial ownership or for which you serve as trustee or in a similar fiduciary capacity, (3) any member of your immediate family (as defined in the KV employee handbook), and (4) other party with which you may deal if you (or the other party) control or can significantly influence the other to an extent that either of you might be prevented from fully pursuing your own separate interests.

CONTROL - possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a party, whether through ownership, by contract or otherwise.

PARTY - an individual, a corporation, a partnership, an association, a joint-stock company, a business trust or an unincorporated organization.

BENEFICIAL OWNER - a party who enjoys or has the right to secure benefits substantially equivalent to those of the ownership of securities, even though the securities are not registered in the party's name. Examples of beneficial ownership include securities held for the party's benefit in the name of others, such as nominees, custodians, brokers, trustees, executors and other fiduciaries; a partnership of which the person is a partner; and a corporation for which the party owns substantially all of the stock. Shares: (1) held (individually or in a fiduciary capacity) by the party's spouse, the party's or his or her spouse's minor children or a relative of the party or his or her spouse who shares the same home with the party; or (2) as to which the party can vest or revest title in himself at once or at some future time are also considered as being beneficially owned.

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