Approved by the Haynes International, Inc.
Audit Committee of the Board of Directors
Last Reviewed/Approved March 2024
HAYNES INTERNATIONAL, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
I. Introduction
It is the policy of Haynes International, Inc. and each of its affiliates (the “Company”) to deter wrongdoing and promote compliance with legal requirements and the highest standards of business and ethical conduct. We rely on these standards to gain the trust of customers, peers and shareholders. In keeping with this policy the Board of Directors has adopted this Code of Business Conduct and Ethics (the “Code”). All Company directors, officers, and employees, wherever they may be located, are expected to read and understand this Code, to uphold these standards in day-to-day activities, and to comply with all applicable policies and procedures. We encourage our agents, partners, and suppliers, to read this Code in order to understand how we conduct business.
The purpose of this Code is to set forth in writing standards that will deter wrongdoing, including fraudulent activity, and that will promote:
• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
• full, fair, accurate, timely and understandable disclosure in reports and other documents that we file with or submit to the Securities and Exchange Commission (“SEC”) and in other public communications that we make;
• compliance with applicable governmental laws, rules and regulations;
• protection of Company assets, including corporate opportunities and confidential information, without limitation;
• fair dealing practices;
• the prompt internal reporting of violations of this Code; and
• assurance of accountability for adherence to this Code’s provisions.
Because the principles described in this Code are general in nature, you should also review all applicable Company policies and procedures for more specific instruction, and contact the Human Resources Department if you have any questions.
II. Your Responsibilities to the Company and its Shareholders
A. General Standards of Ethical Conduct
The Company expects all directors, officers, and employees to exercise good judgment to ensure the safety and welfare of employees and to maintain a cooperative, efficient and productive work environment and business organization. The Company expects all directors, officers, and employees to act with honesty and integrity and observe the highest ethical standards of business conduct in dealings with the Company’s customers, suppliers, partners, service providers, competitors, employees and anyone else with whom they have contact in the course of their job performance. These standards apply while working on our premises, at offsite locations where our business is being conducted, at Company-sponsored business and social events, or at any other place where you are a representative of the Company including through social media, email or other electronic forums. Directors, officers or employees who engage in misconduct (including a violation of this Code) or whose performance is unsatisfactory may be subject to corrective action, up to and including termination.
B. Harassment
The Company seeks to provide a work environment free from harassment of any type by ensuring that all employees are treated with mutual consideration and respect. Harassment based on sex, race, color, religion, national origin, age, sexual preference, disability, veteran status, and protected activity (defined as these activities protected by law) will not be tolerated. If you are aware of violations of this harassment policy, you should contact your supervisor, senior management or file a report through the Haynes Whistleblower hotline or website. Employees may access the full Harassment policy on the Ethical Business Conduct portal on the company intranet.
C. Applicable Laws
All Company directors, officers and employees must comply with all laws, regulations, rules and regulatory orders applicable to the Company. Company employees both foreign and domestic must comply with laws, regulations, rules and regulatory orders of the United States, including laws regarding insider trading, the Foreign Corrupt Practices Act and the U.S. Export Control Act, in addition to applicable local laws. Each director, officer and employee must acquire appropriate knowledge of the requirements relating to his or her duties sufficient to enable him or her to recognize potential dangers and to know when to seek advice on specific Company policies and procedures. Violations of laws, regulations, rules and orders are also a violation of this Code and may subject the director, officer or employee to individual criminal or civil liability, as well as to discipline action by the Company. Employees may access the full policies related to export compliance, anti-corruption, and insider trading on the Ethical Business Conduct portal on the intranet.
D. Confidentiality
Our proprietary information is valuable to both the Company and to outsiders. Only information that has already been made available to the public (such as through press releases, annual reports, quarterly reports, filings with the Securities and Exchange Commission, etc.) or that must be disclosed to properly perform your job, may be provided outside the Company. Employees should not acquire, use, access, copy, remove, modify, alter or disclose to any third parties any confidential information for any purpose other than to fulfill job responsibilities or in connection with Company-sponsored activities. All information and data resident on the Company’s computers, mainframe, network, personal computers or mobile devices are the sole and exclusive property of the Company. Care must be exercised with respect to computer data and information to protect them against intentional or unintentional corruption, for example, by computer viruses.
The Company’s confidential information includes trade secrets. No individual shall be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to the attorney of the individual and use trade secret information in the court proceeding if the individual (A) files any document containing the trade secret under seal and (B) does not disclose the trade secret, except pursuant to court order.
E. Conflicts of Interest
Each of us has a duty/responsibility to the Company, our shareholders and each other. Although this duty does not prevent us from engaging in personal transactions and investments, it does demand that we avoid situations where a conflict of interest might occur or appear to occur. The Company is subject to scrutiny from many different individuals and organizations. We should always strive to avoid even the appearance of impropriety. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. Whether particular conduct, relationships or transactions might be considered to be a conflict of interest may not always be clear. Where there is any question as to whether any conduct, relationship or transaction might be considered to be a conflict of interest, and whether the Company might nevertheless approve such conduct, relationship or transaction, you must contact your supervisor or the Chief Financial Officer of the Company. Employees may access the policies related to Anti-Nepotism and Gifts on the Ethical Business Conduct portal on the intranet.
F. Public Disclosure
It is our policy that the information in our public communications, including SEC filings, be full, fair, accurate, timely and understandable. All directors, officers and employees who are involved in our disclosure process are responsible for upholding this policy. In particular, these individuals are required to maintain familiarity with the disclosure requirements applicable to us and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about us to others, whether within or outside our company, including our external independent auditors and our internal auditors. In addition, any director, officer or employee who has a supervisory role in our disclosure process has an obligation to discharge his or her responsibilities diligently.
The Company’s internal operating controls and corporate reporting and disclosure procedures are intended to prevent, deter and remedy any violation of this Code, including but not limited to violations of applicable laws and regulations. Even the best systems of controls and procedures, however, cannot provide absolute safeguards against such violations. The Company and its directors, officers and employees have a responsibility to investigate and report to appropriate governmental authorities, as required, any violations of applicable legal and regulatory requirements relating to corporate reporting and disclosure, accounting and auditing controls and procedures, securities compliance and other matters pertaining to fraud against shareholders, and the actions taken by the Company to remedy such violations. If you have reason to believe that such a violation has occurred, you should contact your supervisor, senior management or file a report through the Haynes Whistleblower hotline or website [see Section III below for more information].
G. Corporate Opportunities
Directors, officers and employees owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. Directors, officers and employees are prohibited from taking for themselves (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless we have already been offered the opportunity and turned it down. More generally, directors, officers and employees are prohibited from using corporate property, information or position (including customer lists or information) for personal gain or competing with us.
Sometimes the line between personal and corporate benefits is difficult to draw, and sometimes both personal and corporate benefits may be derived from certain activities. The only prudent course of conduct whenever a question arises, is to discuss the issue with your supervisor.
H. Fair Dealing
We have a history of succeeding through honest business competition. We do not seek competitive advantages through illegal or unethical business practices. Each director, officer and employee should endeavor to deal fairly with our customers, clients, service providers, suppliers, competitors and employees. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.
I. Books and Records
Federal and state laws require that all business records be prepared accurately, reliably, and in a timely manner. The Company has established a sound system of internal controls and considers it a priority for employees to perform responsibilities within the control framework. It is very important that no director, officer or employee create or participate in the creation of (or falsification or alteration of) any Company records that are intended to mislead anyone or conceal anything improper.
Company books and records must be maintained in confidence, safeguarded from loss and destruction, and subjected to internal control and audit procedures. Directors, officers and employees must be honest and straightforward when dealing with internal or external auditors with respect to the Company’s transactions, records, accounts and financial statements.
If you are approached by anyone to make a questionable alteration or falsification of the Company’s business records or if approached to destroy Company records outside of customary record retention policies, immediately contact your supervisor, senior management or file a report on the Haynes Whistleblower hotline or website [see Section III below].
J. Proper Use of Company Assets
All directors, officers and employees must protect the Company’s assets and ensure their efficient use. The Company’s assets include company transportation, travel resources, and expense reimbursement among many other matters. Theft, carelessness and waste have a direct impact on the Company’s profitability. All of the Company’s assets must be used for legitimate business purposes. Knowledge of any theft, carelessness or waste of Company assets must be reported to your supervisor, senior management or through the Haynes Whistleblower hotline or website.
Haynes’ intellectual property, including its copyrights, patents, trademarks, trade and other secrets are at the core of the Company’s technical and financial success. Employees are to protect the Company’s intellectual property and act responsibly with the sensitive information of customers, competitors and stakeholders.
K. Compliance with Anti-Corruption laws
All directors, officers and employees are prohibited from making an offer, promise or unlawful cash or in-kind payments to a government official or any other person, to induce that official to affect any act or decision of a government or an international organization in a manner that will assist the Company in obtaining or maintaining business or otherwise secure an improper business advantage. See anti-corruption policy posted on the Ethical Business Portal on the intranet.
L. Human Trafficking
Haynes is committed to conducting business with honesty and integrity wherever we operate around the world, treating all people with dignity and respect and complying with all applicable laws, regulations and treaties. We are also committed to protecting and promoting human rights globally. We do not tolerate illegal child labor, forced labor or any use of force or other form of coercion, fraud, deception, abuse of power or other means to exploit people. We respect international principles of human rights – including, but not limited to, those in the UN Declaration of Human Rights, the Trafficking Victims Protection Act as amended, the UK Modern Slavery Act of 2015 and the California Supply Chain Transparency Act – and embody these principles and commitments in our corporate policies and our Code of Conduct. We comply with the employment laws of every country in which we operate and expect those with whom we do business to do the same.
III. Reporting of Violations of this Code, Illegal or Unethical Behavior, Fraudulent Activity, or Violations of Accounting Matters
A. Scope
These policies and procedures for reporting illegal, unethical behavior or fraudulent activity as established by the Board and the Audit Committee, apply to the receipt, retention and treatment of (a) complaints received by the Company from any person (including non-employees) regarding possible wrongdoing under this Code, including but not limited to accounting, internal accounting controls, auditing matters, and securities law violations, and (b) confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters or regarding possible violations of the Code (including any illegal or unethical behavior),collectively, “Complaints”. In addition to issues relating to accounting, internal accounting controls, auditing matters, securities law violations and violations of this Code, Complaints may also include information on conflicts of interest, embezzlement, falsification of contracts, reports or records and theft.
All directors, officers and employees are required to report suspected or observed violations of the law, fraudulent activity, accounting or auditing matters or this Code. Examples of Complaints which must be reported are:
• Accounting or auditing matters, such as fraud or intentional error in the preparation, evaluation, review or audit of any financial statement, tax return or other financial reports of the Company;
• Falsification of contracts, reports or records;
• Non-compliance with the Company’s internal accounting controls;
• Securities violations (including insider trading); or
• Illegal or unethical behavior in violation of this Code.
• Incidents of harassment (including sexual harassment and bullying)
B. Reporting Procedures
Directors, officers and employees may report Complaints using one of the following methods:
• Discuss your Complaint with your Supervisor, Senior Management or Human Resource Representative; any complaints related to violations of this policy reported in this manner should also include notification to the Internal Audit Manager at the email address [email protected].
• Direct your Complaint to the Internal Audit Manager at the email address [email protected]; or
• Submit your Complaint through the Haynes Whistleblower hotline or website, which can be done anonymously if you so desire. The hotline and website are operated by EthicsPoint, an independent third party. The phone line and website are available 24 hours a day, 7 days a week @ 1-866-294-9323 or www.EthicsPoint.com. This reporting mechanism allows an employee (or non-employee, including supplier, agents or other third parties) to file a report anonymously, if desired, and allows the company to follow-up via confidential two-way communication. The person reporting a Complaint may choose to identify himself in the communication or may remain anonymous. If the reporter remains anonymous, he will be given a numeric code and a follow-up date. The Complaint will be initially communicated from EthicsPoint to the Internal Audit Manager who will investigate the Complaint and follow-up with the reporter. The Internal Audit Manager will bring all Complaints to the attention of the Chair of the Audit Committee and other executive management as appropriate for investigation purposes. The Internal Audit Manager will maintain records of all Complaints and the status and disposition of Complaints.
Third parties may report Complaints through the Haynes Whistleblower hotline or website, anonymously if they so desire. The same policies and procedures will apply to the handling of third party Complaints as are applicable to Complaints submitted by directors, officers and employees.
C. Prohibition of Retaliation
Company policy prohibits discrimination, harassment and/or retaliation against any employee who in good faith provides any information related to violations of this Code or otherwise assists in an investigation regarding violations of this Code. To the extent possible, all submissions of Complaints will be handled in a confidential manner. In no event will information concerning a Complaint be released to persons without specific need to know about it.
The Company will not retaliate against anyone who in good faith reports a Complaint. On the other hand, any employee who submits a Complaint that the employee knows or suspects may be false will be subject to disciplinary action.
While the Company will not retaliate against an employee because of his or her good faith report of a Complaint, an employee who reports a Complaint may still be disciplined for misconduct or for any unrelated reasons. In other words, an employee is not exempt from disciplinary action simply because he or she has made a Complaint. For example, an employee who makes a good faith Complaint and who is on probation due to unsatisfactory job performance may still be disciplined based on his or her job performance.
The Company prefers that employees identify themselves when reporting Complaints because this will better enable the Investigation Team to investigate the alleged wrongdoing. However, the Company recognizes that in some cases employees may feel it desirable to remain anonymous. The Investigation Team will investigate anonymous Complaints, but requests that such Complaints be described in as much detail as possible with regard to the alleged misconduct, the individuals involved and the basis for the allegations so that a thorough investigation can be conducted.
If the Complaint relates to the Internal Audit Manager or Audit Committee members or if there is a potential conflict of interest, the Complaint should be submitted to the Company’s Chief Financial Officer or Chief Executive Officer. The Haynes Whistleblower hotline and website will not deliver a report to a person named in the Complaint.
D. Investigation of Complaints
Complaints received regarding accounting and compliance matters will be referred to the Internal Audit Manager who after consultation with appropriate senior management shall make a determination, in his or her best judgment, whether a reasonable basis exists for commencing an investigation into the Complaint. To assist in making this determination, the Internal Audit Manager may conduct an initial, informal inquiry. The informal inquiry may include questions for the reporter. The Haynes Whistleblower hotline and website operated by EthicsPoint allows for anonymous exchange of information between complainant and investigator.
Investigation of Complaints will be prompt. The complaint and the results of the initial investigation by the Internal Audit Manager will be communicated to the Audit Committee Chairman and other relevant management, as appropriate.
Upon making a determination whether or not to recommend a further investigation, the Internal Audit Manager will promptly notify the Audit Committee and the General Counsel. The Audit Committee will then determine, in its reasonable judgment, whether a reasonable basis exists for commencing a formal investigation into the Complaint. If the Audit Committee makes such a determination, then it shall instruct the Internal Audit Manager and the General Counsel (the “Investigation Team”) to proceed with a formal investigation. The Investigation Team shall oversee all investigations under the authority of the Audit Committee. The Audit Committee shall ensure coordination of each investigation and shall have overall responsibility for implementation of this policy. The Audit Committee shall have the authority to retain outside legal, accounting or other professional expertise in any investigation as it deems necessary to conduct the investigation in accordance with its charter and this code.
At each meeting of the Audit Committee, the Internal Audit Manager shall prepare a report to the Audit Committee stating the nature of any Complaints submitted during the quarter immediately preceding the meeting of the Audit Committee, whether or not the Complaint resulted in the commencement of a formal investigation, and the status of each investigation.
E. Corrective Action
The Audit Committee, with the input of the Internal Audit Manager, General Counsel and Company management, if requested, will determine the validity of a Complaint and any corrective action, as appropriate. It is the responsibility of the Audit Committee to report to Company management any noncompliance with legal and regulatory requirements and to assure that management takes corrective action including, where appropriate, reporting any violation to the relevant federal, state, regulatory authorities or certification/accreditation authorities. Directors, officers and employees that are found to have violated any laws, governmental regulations or Company policies will face appropriate, case-specific disciplinary action, which may include demotion or discharge.
F. Waivers and Amendments
Any waiver of any provision of this Code for a member of the Company’s Board of Directors or an executive officer must be approved in writing by the Company’s Board of Directors and promptly disclosed to shareholders along with the reason for the waiver. Any waiver of any provision of this Code with respect any other employee, agent or contractor must be approved in writing by the Company’s Chief Executive Officer and notice of any such waiver should be immediately communicated to the Board of Directors.
This Code may be amended at any time by the Audit Committee of the Board of Directors.
G. Compliance and Accountability
The matters covered in this Code are of the utmost importance to the Company, its shareholders and its business partners, and are essential to the Company’s ability to conduct its business in accordance with its stated values. We expect all of our directors, officers and employees to adhere to these rules in carrying out their duties for the Company.
The Company will take appropriate action against any director, officer or employee, whose actions are found to violate these policies or any other policies of the Company. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code. Disciplinary actions may include immediate termination of employment or business relationship at the Company’s sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have been violated, the Company will cooperate fully with the appropriate authorities.
Adhering to this Code is a condition of employment. All new hires must acknowledge the Code upon intake and all salaried employees must acknowledge the Code annually. Employees are required to cooperate with any investigations into Code violations or Complaints. This policy does not constitute a contractual commitment of the Company. This policy does not change the at-will employment status of an employee. Specifically, employment is for an indefinite period of time and is terminable at any time with or without cause.