|
General Policy
It is the policy of The Toro Company to maintain the highest level of moral, ethical and legal standards in the conduct of its business based on a fundamental belief in law, honesty, fair dealing and open competition. To support this policy, the Toro Board of Directors has, pursuant to the Board's Corporate Governance Guidelines, adopted this Business Ethics Policy Statement for its members. Directors are expected to:
- maintain and foster the standards of this Policy
- disclose any action that comes to their attention that they believe may be inconsistent with this Policy
- conduct their activities on behalf of Toro in strict observance of both the letter and spirit of this Policy
Personal Conduct
In performing their Board and Board Committee functions, Toro directors will:
- act in good faith, and in the honest belief that their actions are in the best interests of Toro and its shareholders
- avoid actual and potential conflicts of interest, as well as the appearance of impropriety, where personal interests would interfere with the ability to exercise judgment objectively
- not use corporate funds or other Toro assets for illegal or improper purposes
- not improperly influence any customer, supplier, government official, elected official, candidate for public office, or other party dealing with Toro
- comply with all securities laws, rules and regulations, as well as Toro's securities trading compliance program
- encourage and promote the free enterprise system and open competition, and comply with all antitrust laws, including prohibitions on improper agreements among competitors
- maintain the confidentiality of all non-public information about Toro and its businesses and affairs.
 |
|
The Toro Company has a Code of Conduct applicable to all employees. The CEO and all senior financial officers, including the Vice President, Treasurer & CFO, the Director, Corporate Controller, all business unit controllers, and certain other senior accounting personnel identified by the Director, Corporate Controller (the “senior financial officers”) are bound by the provisions set forth in the Code of Conduct relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Conduct, the CEO and senior financial officers are subject to the following additional specific policies:
- The CEO and all senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the SEC. Accordingly, it is the responsibility of the CEO and each senior financial officer promptly to bring to the attention of the Disclosure Committee (consisting of the CEO, Vice President, Treasurer & CFO, the Director, Corporate Controller, the Vice President, Secretary & General Counsel, the Vice President, Human Resources, the Group Vice President, the Vice President, Global Operations and Corporate Finance representatives) any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise assist the Disclosure Committee in fulfilling its responsibilities in preparation of the Company’s Financial Reporting and Disclosures.
- The CEO and each senior financial officer shall promptly bring to the attention of the Disclosure Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosure, or internal controls.
- The CEO and each senior financial officer shall promptly bring to the attention of the Vice President, Treasurer & CFO, the Vice President, Secretary & General Counsel or the Audit Committee any information he or she may have concerning any violation of the Company’s Code of Conduct, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
- The CEO and each senior financial officer shall promptly bring to the attention of the Vice President, Treasurer & CFO, the Vice President, Secretary & General Counsel or the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Conduct or of these additional procedures.
- The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Conduct or of these additional procedures by the CEO or the Company’s senior financial officers. Such action shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Conduct and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.
|
|
|
