SNA CodeBusConduct 1-10-13 PDF

Snapon o
Incorpo orated Code e of Business Condu uct and Ethics

Con ntents Page egrity Prin nciples Sn napon .......... ...................................................................................................... 2 Inte Sna apon Work kplace .............................. ...................... .......................................... ...................... ...... 3 Accu uracy of Pub blic Commu unications .... ...................................................................................................... 3 Accu uracy and In ntegrity of B Books and R Records ...................................................................................... 3 Fair r Dealing ..................................................... ...................................................................................................... 4 Mon ney Launder ring ....................................... ...................................................................................................... 5 Equ ual Employm ment Opport tunity Laws and Divers ity ....................................................................... 5 Hea alth, Safety a and the Envi ironment ..... ...................................................................................................... 6 Proh hibition Aga ainst Retalia ation .............. ...................................................................................................... 8 Protecting Sna apon Asset ts .................. ...................... .......................................... ...................... ...... 9 Prot tection and Proper Use of Company Assets .................................................................................... 9 Avoidance of Co onflicts of In nterest .......... ...................................................................................................... 9 porate Oppo ortunities ........................... ................................................................................................... 11 Corp Secu urities Trading ........................................ ................................................................................................... 11 Confidential an nd Inside Inf formation .... ................................................................................................... 12 Com mpeting Glo obally and Ethically E .... ...................... .......................................... ...................... .... 15 Ethi ics and Com mpliance in t the International Comm munity .............................................................. 15 Supplier Code o of Conduct a and the Use of Labor ................................................................................ 16 trictions on Trade ................................. ................................................................................................... 16 Rest Com mpetition La aws ........................................ ................................................................................................... 18 Political Activit ties and Con ntributions .. ................................................................................................... 19 Com mpliance and d Reporting g ....................... ................................................................................................... 20 AT& &T Direct by y Country Ac ccess Codes s .................................................................................................. 21 Wai ivers ............................................................. ................................................................................................... 22 Que estions ......................................................... ................................................................................................... 22
Snap on Incorporat ted Code of Bu usiness Condu uct and Ethics Last revised: r January 10, 2013
Integrity I Principles P Snapon Snapon, doi ing the right t thing come es down to t egrity. At S two simple words. Inte Prin nciples. The ese words define who w we are and h how we act a as a global f family of businesses.
The e words are simple, but upholding t them takes hard work. It takes com mmitment t to our values as in ndividuals a and as a corp poration. It t takes a des sire to act w with integrity y d to perform m to the high hest ethical s standards in n everything g we do. An nd it all start ts and with h people. We make choic ces every da ay. For the m most part, th hose choices s are easy. R Right or wro ong. But sometimes in todays c complex wo orld, making g the right ch hoice may n not be clear cut. We need guidel lines and a f framework for how we e conduct ou ur business in this dem manding env vironment. For more than a decade, Sn napon has h had such a g guide in the e form of a fo ormal code of conduct. This latest versio on of our Code of Condu uct expands on those pr rinciples to encompass an i increasingly y regulated and scrutin nized marketplace. I ask k you, as a valu ued associat te at Snapo on, to take th he time to re ead and und derstand thi is document t from m beginning g to end. In th his document, you will find the full l text of Sna apons Code e of Busines ss Conduct a and Ethi ics. You wil ll also learn how to get answers to your questions, and w who to contact to repo ort any susp pected viola ation. It is the law in t the United S States for pu ublicly trade ed companies to have s such a code. Tha at law applie es to all asso ociates at Sn napon, rega ardless of tit tle, duties or geographi ic loca ation. Many y different la aws regulate e global com mpanies at t the same tim me. There m may be t times when the laws of two or mor re countries s are in conf flict. If you e encounter such a co onflict, consu ult our legal l departmen nt for direct tion on how w to properly y resolve tha at situ uation. Tha ank you for y your attenti ion to this im mportant to opic and for your comm mitment to dem monstrating the principles and spir rit of this code. Throug gh our action ns, together r we will l maintain th he excellent t reputation n our corpor ration has w worked so ha ard to earn. Tha ank you. Nich holas T. Pinchuk Cha airman and C Chief Execut tive Officer
Snap on Incorporat ted Code of Bu usiness Condu uct and Ethics Last revised: r January 10, 2013
Sna apon Workplace

Accuracy of Pu ublic Comm munications s All C Company pe ersonnel are e required to help the C Companys C Chief Execut tive Officer and seni ior financial l officers dis scharge thei ir responsib bilities to es stablish and maintain adeq quate and effective disc closure cont trols and pr rocedures, b by providing g reliable an nd accu urate inform mation and b by otherwise supportin ng appropria ate disclosu ure practices s. These controls are designe ed to provide assurance es to the Com mpany and its shareholders that t disclosures s of materia al informatio on related to o the Company and its consolidate ed subs sidiaries in its periodic reports file ed with, or s submitted to o, the Securi ities and Exch hange Comm mission and d other public communi ications are e full, fair, ac ccurate, timely and understand dable. at this mean ns to me Wha Changes in secu urities laws address the e way U.S. p ublic compa anies disclo ose and certi ify rmation. Th hese change es help ensure that such h informatio on is important infor com mmunicated to all audiences in a fai ir, understa andable, tim mely and com mplete way. At Snapon, we make every y effort to re eport impor rtant news a as complete ely, fairly, broa adly, clearly y and promp ptly as possi ible. What w we report to o sharehold ders, regulat tors, asso ociates, and the general l public has been and will continu ue to be th he truth. An nd besi idesit is th he law. Selective e disclosure e that is, gi iving material informat tion to some e outside pa arties over oth hers is strictly forbidd den. Commun nication wit th the media a, the invest tment comm munity and the public is s the responsibility of designated spokesperson ns within the e Company..
Accuracy and Integrity I of f Books and d Records Company bo ooks, record ds and accou unts must ac ccurately pr resent the tr ransactions s All C reco orded. All assets and lia abilities of t the Compan ny must be r recorded in t the regular books of accoun nt. No undis sclosed or u unrecorded fund or asset may be established. No false e or artificia al entries ma ay be made. No payme ent may be m made, or purchase price e agre eed to, with the intentio on or under rstanding th hat any part of the paym ment is to be e used d for any pu urpose other r than that d described in n the docum ment suppor rting the paym ment. s policy is no ot limited to o accounting g and auditi ing personn nel. It applie es to all This asso ociates, inclu uding anyon ne who nego otiates or au uthorizes sa ales and pur rchase cont tracts, subm mits expense e reports, or r prepares o or pays invo oices.
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on Incorporat ted Code of Bu usiness Condu uct and Ethics Snap Last revised: r January 10, 2013
Wha at this mean ns to me Goo od, ethical bu usiness practices dictat te that our b books and records cont tain factual and corr rect informa ation in sh hort, that the informatio on is what w we say it is. We need to follow all government law ws and regul lations conc cerning book ks, records and acco ounts. ep in mind th hat incompl lete or misle eading recor rds can subject a comp pany to laws suits, Kee fine es, or even im mprisonment. It can also damage a n, and that a companys reputation dam mage can be hard to rep pair. It is ever ryones job to keep and d submit acc curate recor rds. Submitt ting false, alt tered or infl lated report ts, invoices or contracts s is a seriou us offense, with seriou us penalties.
r Dealing Fair The e Company w will engage only reputa able, qualifie ed individua als or firms as consultants, agen nts, represe entatives or distributors under com mpensation arrangements that are e reas sonable for the services s performed d. Any such engagemen nt should be e formalized d in a writ tten agreem ment. e Company e expects its a associates an nd agents al like to cond duct busines ss with integ grity. The Igno orance of th hat standard d is never an n acceptable e excuse for improper b behavior, no or is it ac cceptable fo or improper behavior to o be rationa alized as bein ng in the Co ompanys be est inte erest. No act t of impropr riety advances the inte rest of the C Company. Y You should d deal fairl ly with the C Companys customers, suppliers, c competitors s and associa ates. You m must not take unfair advantage of others th hrough mani ipulation, co oncealment t, abuse of vileged infor rmation, misrepresenta ations of ma aterial facts or any othe er unfairde ealing priv prac ctice. Wha at this mean ns to me Snapon is com mmitted to w working with h suppliers and other p partners who share our r desi ire to act eth hically and r responsibly y. Whe ether we are dealing w with outside parties or w with fellow S Snapon ass sociates, it is s our duty y to be fair a and to cond duct busines ss with integ grity. It is a duty that ex xtends to th he way y we treat ou ur competit tors, as well l.
althy compe etition is one e thing. Sho owing favori itism to frie ends, engagi ing in Hea que estionable bu usiness practices and e entering into o sweethea art deals ar re quite another.
Snap pon Incorporated Code of B Business Cond duct and Ethics s Last t revised: Janu ary 10, 2013
The ey can poison a compan nys work cli imate. They y have no pl lace at Snap pon. Operatin ng in a fair a and decent m manner is n not always easy...especia ally if it mea ans losing a customer or missing a sales oppor rtunity. Put your rself in the o other person ns position n. Act the wa ay you and y your compa any would w want to be tr reated.
Mon ney Launde ering Mon ney laundering is the co onversion of f money or p property ga ained from illegal activi ities into o money that appears to o have been legally earn ned. It is the Company s policy to com mply fully wi ith all applic cable antim money laund dering laws in the Unite ed States an nd in all o other countr ries where t the Compan ny does busi ness. It is th he Company ys policy to o cond duct busine ess only with h clients wh ho are engag ged in legitim mate and la awful busine ess activ vities, and t to engage in transaction ns with fund ds that are d derived sole ely from law wful activ vities and le egitimate so ources. Snap pon will ha ave no involv vement in a any activity that facil litates mone ey launderin ng or funds terrorism o or any other r criminal ac ctivity. Wha at this mean ns to me Our business ta akes us to m many parts o of the world,, as well as t to most area as of the U.S S. As a result, we do b business wi ith a wide ra ange of cust tomers, suppliers, partn ners and othe er parties. ent geopolit tical events and terrorist activities s, along with h widely pub blicized case es of Rece frau ud, racketeering and oth her illegal acts, have pu ut an added spotlight on n the dangerous cons sequences o of money lau undering. As a result, y A you are urge ed to: Listen to o your intuit tion. If you e encounter q questionable e requests o or transactio ons, alert you ur superviso or. Be watch hful of onetime reques sts or favors s, such as a onetime w wiring of fund ds to an unauthorized account, or a r request to b bypass a com mpany paym ment policy or procedu ure.
Equ ual Employm ment Oppo ortunity Law ws and Div versity Snap pon values diversity in n its workforce and atte empts to fos ster an appr reciation of the diffe erent cultur ral values of f its increasi ingly divers e associate population. It is the Com mpanys poli icy to provid de employm ment opport tunities with hout regard to race, relig gion, color, n national origin, gender, age, ancest try, sexual o orientation, veteran sta atus, mar rital status, d disability or r any other r reason proh hibited by fe ederal, state e or local law ws in the United State es. The Company r requires you u to abide by y all employ yment and labor laws a applicable to o the operating unit o or office wh here you work.
The e Company b believes tha at every asso ociate has th he right to w work in an e environment free e of discrimi ination, and d it is the pol licy of the C Company to maintain a work env vironment fr ree from dis scrimination n or harassm ment of any type. Wha at this mean ns to me Respect, dignity y, opportun nity. These a are what every individu ual deserves s, and what every Snapon associate ex xpects. Our r goal is to cr reate and m maintain an e environmen nt that t fosters collaboration, interaction, , tolerance a and respect t. And we ar re committe ed to a a work envir ronment tha at is free of h harassment t and intimidation.
At S Snapon, we e prize the diversity of o our associat tes. No sing gle culture, b background or grou up has a loc ck on the bes st ideas. Wi ithout quest tion, our ass sociates ric ch and varie ed pers spectives, experiences and backgro ounds make e us a strong ger compan ny. Indeed, that dive ersity enhan nces our pro oductivity and serves a s a real com mpetitive adv vantage. Th hat is cert tainly the ca ase for comp panies, such h as ours, tha at do busine ess internat tionally. Its our d duty to follo ow all applic cable laws i n hiring, lab bor relation ns and all oth her human r resources m matters. Its also good b business. At Snap on, advancement, raise es, promotio ons, bonuse es, assignme ents and training g opportunit ties are base ed on perfor rmance and d contributio ons in sho ort, on merit t.
Hea alth, Safety and the En nvironment t that all Com mpany perso onnel will be e provided w with a safe a and It is the Companys policy t healthy work environment t. All associ iates are req quired to co omply with a all applicabl le occu upational he ealth and sa afety laws an nd with Com mpany regu ulations and programs t that add dress health and safety. The e Company r recognizes a and believes s in the impo safeguarding natural ortance of s reso ources and t the global environment tal heritage.. The Compa any believes that env vironmental goals can and should b be consisten nt with econ nomic health h. The e Company p pledges to p protect envir ronmental q quality and human welfare in our com mmunities; a and to imple ement envir ronmentally y sound policies designe ed to preven nt, miti igate and, w where appro opriate, remedy impacts s on the env vironment o of the com mmunity. The e Company c can best meet its comm mitment to th he environm ment, our as ssociates an nd our neighbors b by following g these prin nciples of con nduct: Conserv ve energy an nd natural re esources thr rough prudent use and d reuse, whe ere appropr riate.
Work ha ard at contin nually elimin nating wast te and pollu ution at its so ource; otherwis se reduce, reuse and re ecycle. Properly y dispose of f or effective ely treat any y waste not economical lly reused. Design, o operate and d assess our facilities, en nsuring the e protection of the safet ty and heal lth of our as ssociates and our neigh hbors, includ ding contrac ctors and ot thers who visi it our faciliti ies. Make hy ygiene, safet ty and envir ronment a p priority in de eveloping n new product ts and proc cesses. Recognize, anticipat te, respond to and communicate si ignificant en nvironment tal aspects/ /impacts in a timely ma anner to ass sociate and c community concerns regardin ng our produ ucts and operations. Participa ate in the pu ublic debate e on regulat tory issues t to the end of f accomplish hing sound an nd economic regulatory y theory. Manage all operatio ons in a lawf ful manner a and meet ot ther relevan nt and appropr riate require ements with h regard to e environmen nt, safety an nd health. Periodic cally audit an nd assess ou ur performa ance against stated goa als and the principle es of our reg gulatory ma anagement s system.
at this mean ns to me Wha Each h of us can m make a diffe erence at Sn napon, in la rge ways an nd small. Pa aying attent tion to health and sa afety issues, , avoiding w wasteful pra actices, oper rating in a w way that t protects th he environm ment these and related d matters ar re everyone es concern. And ever ryone benef fits in term ms of health, comfort, ef fficiency and productiv vity when wer re diligent a about follow wing smart p practices. member that t common sense goes a a long way in n maintainin ng a safe an nd healthy w work Rem envi ironmenta and so does s being alert t. A second o of inattentio on or carele essness on n or off the job can cha ange a life fo orever. The eres no plac ce for a pass sive, neglect tful or in nconsistent approach to something g as importa ant as our h health, our s safety and th he envi ironment. act, at Snap on, we belie eve its good d business t to treat the air, water and other In fa natu ural resourc ces with care. To help e ensure ever ryones safe ety, report su uch things a as a burned out light bu ulb in the stairway. Tel ll a supervis sor about a h hazard on th he plant floo or or in the office. Conserv ve, recycle an nd reclaim, whether its s paper, glas ss, plastic, o office supplies, water or r energy. Be e a good steward of com mpany, com mmunity and d natural resource es. Look out t for one another and d for the peo ople and gen nerations wh ho will succ ceed us.
Pro ohibition Ag gainst Reta aliation The e Company p prohibits reprisals for g goodfaith re eporting of actual or po ossible viol lations of this Code, or f for participa ating in inve estigations o or proceedings involvi ing this s Code. Retaliation in an ny form agai inst any Com mpany pers sonnel who report a possible violati ion of this Code, or who o assist in th he investigation of a possible violat tion of th his Code, is itself a viola ation of this Code and w will be cause e for approp priate discip pline. In certain circu umstances th here may be e criminal p penalties for r retaliation, including f fines and d imprisonm ment. Wha at this mean ns to me Free edom to voi ice ones con ncerns and t to be heard d is an impor rtant part of f the Snapo on cult ture. Yet its s not always s easy to lod dge a compla aint or blow w the whist tle on beha avior that t violates co ompany poli icy. But rem member: Snapon n strongly ur rges the rep porting of all l suspected violations o of the Code o of Business s Conduct an nd Ethics. Its wron ng to punish h or in any w way mistrea at someone w who has reg gistered a complain nt or flagged d unethical behavior. I In fact, there e are seriou us penalties for doing so o. To the ex xtent possib ble, informa ation regard ding the inve estigation of illegal, imprope er or other u unethical activities is ke ept confiden ntial.
Protecting Sna apon Asset ts Protection and d Proper Us se of Comp pany Assets s You should protect the Com mpanys ass sets and ens sure their ef fficient use c consistent w with the Companys Rapid Continuous Improvement (RCI) initiati ives. Theft a and waste h have a dir rect impact on the Com mpanys prof fitability. Al ll Company assets shou uld therefor re be used d only for le egitimate bu usiness purp poses. By w way of examp ple: Do not m make person nal use of Co ompany ass sets that cre eates any additional cos sts for the C Company, in nterferes wit th work dut ties or viola ates any Com mpany policies. Do not a allow Compa any propert ty to be used d to carry ou ut illegal act ts.
Wha at this mean ns to me Its a against this Code and d against the e law to ste eal, tamper with or des stroy Compa any asse ets. Its likew wise agains st the Code and the law w to use C Company pr roperty for illeg gal purposes s. Rem member that t the misuse e and theft o of Company assets are n not victimle ess actions. I In fact, , everyone p pays not ju ust the Company, but al lso fellow as ssociates, cu ustomers an nd othe ers. Treat Co ompany asse ets as you w would your o own. Protec ct them, con nserve them m and make the most of th hem. Listen to o your instin ncts. If you have doubt ts about wha at youre tem mpted to do o or what youve been as sked to do, q question the appropria ate person.
Avo oidance of Conflicts C of f Interest d conflicts be etween you ur personal i interests an nd the intere ests of the You must avoid Com mpany. You must disclo ose any activ vities, financ cial interest ts or relationships that may pres sent an actu ual or potent tial conflict of interest. You should d, therefore,, avoid any inve estment, interest or ass sociation tha at interferes s with, or might interfere with, the e obje ective or ind dependent e exercise of y your best jud dgment or w with the per rformance o of your responsibilities in the e best intere ests of the Company. Sp pecifically, y you should: Deal wit th all supplie ers, customers, compet titors, other r associates and all othe er persons doing busin ness with th he Company y in a fair an nd objective manner eference based upon pe ersonal fina ancial consid derations; without favor or pre Not acce ept from or p provide to a any supplier r, customer or competitor any gift,, entertainment or ot ther benefit t, including p payments or loans, except as expre essly permitte ed under thi is Code; Not own n any financial interest in or hold a ny employm ment or man nagerial position n with any firm or corpo oration that t is a compet titor of, or t that does or
seeks to do business with the C Company, if that interes st or positio on might influence any decisi ion in the pe erformance of your dut ties; and You mus st not seek o or accept, or r offer or giv ve, any paym ments, fees, loans, services or gifts f from or to any person o or firm as a c condition or r result of d doing busine ess with the e Company. The Compa anys policy does not pr rohibit gifts of nominal value (under $50 US S). Normal l business m meals and en ntertainmen nt (such as attendan nce at sport ting or cultu ural events),, and similar r customary y and reasonable expendi itures to pro omote gene ral business s goodwill a are also ble even if th heir value exceeds $50,, so long as t the associat te is acceptab accompa anied by the e host.
The e expenditur re for, or rec ceipt of, gift ts and enter rtainment th hat are more e than nomi inal in v value must b be authorize ed in writing g by your su upervisor. The e policies reg garding gifts and entert tainment do o not apply to sales con ntests and ince entive trips for the bene efit of the Co ompany. An n officer of t the Compan ny must auth horize such programs in writing. All such con A ntests and in ncentive trip ps are to be conducted fairl ly and in acc cordance wi ith applicab ble laws and d are subject t to the Com mpanys poli icies related d to the approval of bus sinessrelate ed expenses s. Wit th respect to o gifts to and d entertainm ment of gove ernment off ficials or ass sociates, thi is poli icy is subjec ct to the provisions of E Ethics and C Compliance in the Inter rnational Com mmunity de escribed her rein. e Companys s objective is to compet te in the mar y providing g superior The rketplace by products and se ervices at co ompetitive p prices. No p payment or anything of f value in an ny m shall be gi iven directly y or indirectly to anyon ne anywhere in the wor rld for the form purpose of obta aining or retaining busi iness, or to obtain any other favora able action. Wha at this mean ns to me The e watchword d here is jud dgment. The e Code requ uires each of f us to beha ave in a way that stan nds up to scr rutiny. We re expected d to be abov veboard, eve enhanded, fa air and consistent in ou ur dealings w with fellow associates, suppliers o of goods and d services, tomers and others with h whom we do business s. cust t stands to re eason that r receiving or r giving gifts s of more th han a nominal For example, it valu ue can chang ge a busines ss relationsh hip, resultin ng in indebt tedness and favoritism. For man ny reasons, its smart to o avoid such h situations.. If yo ou have que estions abou ut a business or outside e activity, feel free to talk about the em with h your supe ervisor or a C Company at ttorney. Ke ep in mind t that many o outside activities and a affiliations are allowable, so long as s youve told d the Compa any about th hem and d received yo our supervisors okay. Avoid an ny business activity or relationship p that violat tes standard ds of fairnes ss.
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Our loya alty should b be to the Co ompany. Disclose e any interes sts or activities that mi ight conflict t or appear r to conflict with you ur job or wit th the Comp panys busin ness. If offered gifts or en ntertainmen nt by a vend dor, check w with your sup pervisor to see if its appropriate to o accept. Avoid ev ven the appearance of c conflicts of i interest. If you ha ave any que estions, don t hesitate to o raise them m.
Cor rporate Opp portunities s You u must not ta ake for your rself opport tunities that t are discove ered throug gh the use of f Com mpany property, inform mation or your position,, for personal gain or to o compete w with the Company. It is your ob I bligation to a advance the e Companys legitimate e interests w when y to do so ar rises and no ot to particip pate in activ vities adverse to the the opportunity mpanys inte erests. Com at this mean ns to me Wha The e message he ere is simila ar to that fou und in the r rest of this g guide. As Sn napon asso ociates, wer re expected d to maintain n high stand dards of con nduct. That includes no ot taki ing personal advantage e of opportu unities we m might come u upon in the course of do oing business. Tho ose opportun nities can ta ake a variety y of forms, i including us se of Compa any property y and d exploitatio on of ones jo ob or author rity. Rememb ber that our r loyalty sho ould be to th he Company y. Its wron ng to compe ete against t the Compan ny in any wa ay. Dont tak ke personal l advantage of informat tion you are e exposed to o as a result of your pos sition with S Snapon.
Securities Tra ading ifically perm mitted by ap pplicable law w, you must not purcha ase or sell or r Except as speci ommend the e purchase o or a sale of C Company se ecurities wh hile you are in possession of reco ma aterial inform mation reg garding the o operations or prospect ts of the Com mpany that has not been public cly disclosed d. You must t not purcha ase or sell o or recommen nd the purchase or sale of the se ecurities of a any other co orporation o of which you have obta ained nonpublic ma aterial inform mation in t the course o of your employment wi ith the Comp pany. Ma aterial inform mation is in nformation that, if publ sed, could re easonably be licly disclos expected to affe ect the mark ket value of f the Compa nys securit ties or to inf fluence inve estor isions with respect to those securities. Mater rial informa ation includ des but is no ot deci limi ited to generally unanti icipated cha anges in the e Companys s annual and d quarterly reve enues or ear rnings; chan nges in divid dend rates o or policies; s significant a acquisitions s or
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dive estitures; ch hanges in senior manag gement; info ormation reg garding maj jor new products, contr ract awards or expansio on plans; an nd significan nt litigation or regulato ory proceedings. Wha at this mean ns to me The e Securities a and Exchange Commiss sion (SEC) r regulates all l U.S. publicly traded com mpanies, incl luding Snap pon Incorpo orated. In a addition, var rious stock e exchanges a and othe er regulator ry bodies ha ave their ow wn rules that t member companies m must adh here to. The e SEC asks th hat companies identify official ins iders typ pically the se enior officer rs of the business. Those indivi T iduals can buy and sell company st tock only du uring certain n peri iods. Wha at does that t have to do with the rest of us? Its s this: the d designation o of insider ca an app ply to any Sn napon assoc ciate with access to ma aterial inform mation that t hasnt been n mad de public. Her res a way to o determine if Company y informatio on is material: if knowle edge of it w would prompt someon ne to buy or r sell Snapo on securities s. You may y not trade o on material Company in nformation that has no ot been publ licly disclosed. Ignoranc ce of the law w is not an ex xcuse. Securitie es laws are s strictly enfo orced by the e SEC. Punishm ment for secu urities viola ations is sev vere, and can n include im mprisonmen nt. If you ha ave a question about an ny planned p purchase or r sale of Snapon securities, please ch heck with th he legal dep partment.
Con nfidential and a Inside Information I n en you are t trusted with h confidential knowledg ge and infor rmation abo out the Whe Com mpany, you a are expected to keep th hat informat tion in confi idence. Disc closing such h info ormation cou uld hurt the e Company o or give an unfair or illeg gal advanta age to com mpetitors, in nvestors in o our stock or others. You u should gu uard against t improper o or prem mature disc closure of co onfidential information n to outsider rs or to asso ociates who do not require the e information to perform m their jobs s. Con nfidential inf formation c can include i information n about asso ociates, prod ducts, tech hnology, fina ancial matte ers, custome ers, supplie ers and comp petitors; lon ng range pla ans; trad de secrets; b business pla ans including potential a acquisitions s and divest titures; man nufacturing systems an nd procedures; research h and develo opment wor rk; and com mputer data that is not p published or in the pub blic domain. The use of f confidentia al info ormation for r personal g gain by an as ssociate or a anyone else e goes against these guid delines and, , in many ca ases, can be against the law.
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Com mmunication n with the m media, the in nvestment c community and the pub blic is the resp ponsibility o of designate ed spokespe ersons withi in the Comp pany. des electron nic communi ication tools s to improv ve productiv vity and enable Snapon provid ociates to pr roduce effic cient, highq quality work k. Electronic c communic cations inclu ude asso all a aspects of vo oice, video a and data com mmunicatio ons such as v voice mail, e email, EDI (Ele ectronic Dat ta Interchan nge), fax, Int ternet and o online servi ices. Becaus se these tech hnologies allow for quic ck dissemin nation of info ormation to o a large aud dience, you mus st guard aga ainst the circulation of c confidential l informatio on through a any electron nic com mmunication n. Electronic communic cations prac ctices are ou utlined in th he Snapon Poli icies, Practic ces and Procedures Ma anual. You u should gua ard against a accidentally y revealing c confidential l informatio on by avoidi ing disc cussion of Company ma atters in pub blic or work king on conf fidential pap pers in publ lic plac ces such as a airplanes. e names and d logos shou uld be used only in acco ordance wit th Company y Snapons trade poli icies and on nly as author rized for leg gitimate Sna apon busine ess. For ass sociates in th he Unit ted States, p please review Snapon P Policies Pra actices and P Procedures Policy E 6. Wha at this mean ns to me Just t about ever ryone at eve ery company has acces s to confide ential inform mation. And d just about every associate a ca an be cons sidered a c company in nsider. Tha ats why it ts so portant that t each Snap on associat te be aware e of the pot tential misu use and abu use of imp sensitive mater rial. Its sometimes easy to lose e perspectiv ve about what is, and w what is not, confidential and inside informat tion. A seem mingly innoc cent statem ment for ex xample, a comment to y your neig ghbor about t your comp panys great t quarterly r results, befo ore those res sults have b been mad de public c can subject individuals and the bus siness to ser rious penalt ties. milarly, what t might appe ear to be a safe use of f company in nformation such as Sim shar ring the Com mpanys strategic plan with a cons ultant befor re that person has signed a confidentiality agreement can hurt a a number of f parties, inc cluding fello ow associate es, shar reholders an nd custome ers. And d as noted in n the previous section, S Snapon ass sociates who o have insid de informati ion may y not buy or r sell Compa any stock be efore that in nformation i is publicly d disclosed. The stak kes are high. Know the laws and ho ow they app ply to you. Take spe ecial care of f sensitive C Company ma aterial, mak king sure its s properly protecte ed. Consider r the conseq quences of le eaving priva ate records out in the open, or forget tting to pas ssword prot tect certain n electronic files.
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Be caref ful about eng gaging in bu usiness disc cussions in a a public plac ce, such as a a restaura ant, a train o or a rest roo om. You nev ver know wh ho might ov verhear you. Be caref ful when discussing con nfidential in formation o on a cell pho one. When possible e, use a landl line. Refer me edia inquiries to design nated Compa any spokesp people. Understanding com mpany policy y, showing g good judgme ent and acti ing in a principle ed way are t the best pro otections. If youre e in doubt ab bout matter rs dealing w with sensitive e Company information n, check wi ith your sup pervisor or t the legal dep partment.
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Com mpeting Glo obally and Ethically Ethics and Com mpliance in n the Intern national Co ommunity e Company is committed to maintaining high s standards of f business conduct in th he The Unit ted States and abroad. The Compa any and its a associates m must comply y with all nati ional and local laws of t the countrie es in which t the Compan ny conducts s business, app plicable international an nd intergov vernmental regulations s and all U.S S. laws that app ply to international activ vities. If the e substantiv ve provision ns of a local law are mor re rest trictive than n the Code, y you must co omply with t the local law w. Your bus siness may h have poli icies and pra actices that are more demanding t than this Code, and the same may b be true e of local law w; in those instances yo ou must follo ow the stric cter Code, po olicy, practi ice or la aw. In th he event the e Code is tra anslated into local langu uages and a a conflict exi ists between the Eng glish languag ge version a and the loca al language v version, the English lan nguage versi ion of th he Code con ntrols. If yo ou conduct b business ou utside the Un nited States s, it is your r responsibilit ty to und derstand the e laws and regulations o of each coun ntry in whic ch you work k and to be awa are of the following U.S. laws and regulations. Violations of these law ws can result in substantial fine es, imprison nment and severe restri ictions on th he Company ys ability to o do business. eign Corrupt Practices Act A (FCPA); United King gdom Briber ry Act (UK B Bribery Act) ); the Fore Organization fo or Economic c Cooperatio on and Devel lopments Co onvention on n Combating g Brib bery of Forei ign Public Officials Of in International l Business Tr ransactions (OECD Con nvention); th he European n Union Con nvention on t the Fight Ag gainst Corru uption (EU Con nvention) e FCPA, EU C Convention and the OEC CD Convent tion (and rat tifying legis slation enact ted The by t the signator ries to the OECD Conven ntion and EU U Conventio on, which in nclude many y countries in wh hich the Com mpany curre ently has op perations) m make it a crime to prom mise or g give anythin ng of value to o a governm ment official l or political l party in or rder to obtai in or keep business o or obtain an ny improper r advantage e. It is also il llegal to ma ake payment ts to agen nts, sales re epresentativ ves or other third partie es if you hav ve reason to o believe your gift will be used d illegally. The UK Brib T bery Act not t only prohib bits bribery y of both mestic and fo oreign (non nUK) govern nment offici ials, but also o prohibits bribery in t the dom priv vate sector.
Every officer, associate a an nd agent of f the Compa any must k keep records s that reflect all tran nsactions an nd acquisiti ions and di ispositions of Compan ny assets fo or domestic c and fore eign busines ss activities. .
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Sup pplier Code e of Conduc ct and the Use U of Labor r Chil ld, prison, and a forced l labor are not permitte ed at any Sn napon busi iness partner or supplier operation. It is a all of our re esponsibility y to ensure our busine ess partners s and ply with Sna apons Sup pplier Code of Conduct t which incl ludes, but is not suppliers comp limi ited to: Supplier rs will not en ngage in, or r support the use of chil ld labor, com mplying wit th all applicab ble local chil ld labor law ws and emplo oying only w workers wh ho meet the applicab ble minimum m legal age r requiremen nt for their lo ocation. Supplier rs will not en ngage in or support the e use of forc ced or involu untary labor. Supplier rs will treat their associ iates with d dignity and r respect, and d not allow o or overlook k any form o of harassme ent, complyi ing with all applicable l local laws. Supplier rs using sub bcontractor rs to provide e goods and d services to o Snapon w will also be r responsible for the sub contracted d party for co ompliance w with this Code of Conduct t. To r read the com mplete Snap pon Supplie er Code of Conduct, plea ase visit the e following l link: http p://www1.s snapon.com m/display/su uppliers.nw ws. strictions on Trade Res The e U.S. mainta ains strict em mbargoes p prohibiting, a and lesser s sanctions lim miting, com mmercial tra ansactions w with specifie ed countries s, business e entities, organizations a and indi ividuals. Fo or current li ists of these countries, b business en ntities, organ nizations an nd indi ividuals, ple ease contact t the legal de epartment o or visit http://intranet.sn napon.com/c corporate/cod deofconduct t.nws. aws AntiBoycott La All S Snapon ope erations, inc cluding fore eign subsidia aries, must comply wit th U.S. laws pert taining to fo oreign boyco otts. It is ag gainst the la aw to cooper rate in any b boycotts betw ween foreig gn countries s if those boy ycotts are n not sanctioned by U.S. la aw. The Com mpany must t: Refuse t to do busine ess with any y blacklisted d country, co ompany or i individual; Respond d to request ts from boyc cotting coun ntries for information a about our business relationsh hips with boycotted cou untries or bl lacklisted co ompanies or r uals. individu
Rep port all requ uests for boy ycott suppor rt or boycot ttrelated in nformation t to the legal dep partment.
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Trea asury Embargo Sanctions/Specially y Designated d Global Ter rrorist Lists The Treasu ury Dep partments O Office of For reign Assets Control pro ohibits U.S. companies and their fore eign subsidiaries from d doing business with cer rtain countr ries, agencie es, and certa ain indi ividuals and d organizatio ons, including specially y designated d global terr rorists, drug g king gpins and bu usiness enti ities owned or controlle ed by the go overnments s of countrie es und der U.S. emb bargos. The r regulations and their ap pplication t to foreign su ubsidiaries v vary, dep pending on t the country and the type of transac ction, and of ften change as U.S. fore eign poli icy changes. . If yo ou are awar re of any sen nsitive political issues w with a count try in which h the Compa any is or is s considerin ng doing bus siness, seek k advice from m the legal d department t. Export Control Restrictions R s prevent sensitive goods s, technolog gy and softw ware from fa alling into th he wrong ha ands, To p exports of these products a and technical informati ion to certain countries s or individu uals are restricted. These restr rictions may y also apply to transfers s between the Company and its foreig gn subsidiar ries; the nat ture of the p product, the destination n country, and th he foreign pu urchaser or consignee a are controll ling factors in whether a nse will be r required prior to shipm ment. U.S. export licen An export is d defined as any method of conveyin ng products or data to fo oreign indi ividuals or c companies, verbally, ele ectronically y or in writin ng, including sales, train ning and d consulting, , and produc ct promotio on, even if th hese activiti ies occur in the U.S. control rest trictions are e designed to o further U.S. foreign policy and Because these c nati ional security goals, the ey are subje ect to change e. Obtain te echnical and d legal guida ance to id dentify the a applicable r rules before exporting s such goods o or technology. Wha at this mean ns to me At S Snapon, we e feel that the opportunity to do business in no onU.S. coun ntries carrie es with h it a double e responsibi ility: to abid de by the law ws of each c country we o operate in and d to behave a according to o the highes st ethical sta andards. U.S nationals an nd Snapon s foreign br ranches must abide by all U.S. trad de laws, whe erever they are operating. o keep in mi ind that the U.S. govern nment forbid ds U.S comp panies and t their foreign n Also unit ts from doin ng business with parties who threa aten our nat tional safety y and securi ity. The e wave of ter rrorist activ vities throug ghout the world has hei ightened these concern ns. It is important that we underst tand and foll low the law ws of the loca alities in wh hich we work k. Violations can result t in severe p penalties. Its again nst the law a and our Cod de to offer g gifts to foreig gn officials o or other par rties whether to win or r keep busin ness or to ga ain an unfair r advantage e over other rs.
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To prote ect yourself and Snapo on, do not pa articipate in n a boycott t that the U.S. has not appr roved. Cons sult the curr rent list of countries tha at are subje ect to boycot tt. Be aware of the cou untries, businesses and individuals s with whom m the U.S. governm ment forbids s us to do bu usiness. Lists of restric cted countries and Prohibit ted Parties m must be consulted befor re transacti ing business s with foreig gn countrie es and their nationals; It is also o important to keep abreast of expo ort control r restrictions.. These restrictions, and the e situations to which th hey apply, ca an and do ch hange.
Com mpetition Laws L The e Company m maintains a policy of co ompliance w with applicab ble laws gov verning dealings with competitors, , which are known in so ome countries as antitr rust laws. ted States competition laws govern n the Compa uct and tran nsactions in Unit anys condu dealing with co ompetitors, customers a and supplie rs. Other co ountries in w which the Com mpany does business m may also have competiti on laws tha at are applicable to the Com mpany. Seve ere criminal l and civil penalties ma ay be impose ed on the Co ompany and d its asso ociates if an n associate a authorizes o or participat tes in a viola ation of com mpetition law ws. The erefore, it is important t to understand and stric ctly follow C Company po olicies so the e Com mpany and its associate es may avoid d even the a appearance of a violatio on of the com mpetition law ws. In o order to avoid activities s that could b be interpret ted as violat tions or result in allegations of a a violation of competitio on laws, you u should not t engage in p practices prohibited by t the Companys policy, in ncluding the e following activities: Reachin ng an unders standing or making an a agreement with compe etitors to lim mit competi ition by sett ting price lev vels or term ms or condit tions of sale, limiting product tion or estab blishing join nt procedure es relating t to distributi ion, sales territori ies or custom mers. Such a actions are against the law. ntracts that Making unauthorize ed arrangem ments or con t involve exc clusive deal ling, ales or other r restrictive agreement ts with custo omers or suppliers. Cer rtain tiein sa arrangements, such h as Snapon n dealers lis sts of calls, a and sales territories for r ntatives, wh hich are app proved by th he Company y, may, of co ourse, be represen entered into, but ar rrangements or program ms not curr rently being used by the e ny should be e approved prior to use e, with the a advice of the e Companys s Compan attorney ys. Also, diff ferences in p price and ot ther terms o of sale betw ween custom mers, as well a as quantity discounts m may not com mply with the law and sh hould not be entered without the e advice of t the Compan nys attorney ys. Hiring competitors associates to obtain co onfidential i information n, or urging competi itors person nnel or cust tomers to di isclose anyt thing that co ould be regarded as confide ential inform mation, may y also violate the law. P Please conta act the legal departmen nt prior to h hiring an ass sociate from m a competit tor or enter ring into disc cussions wit th competit tors person nnel.
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On o occasion, yo ou may have e the opport tunity to com mmunicate with compe etitors. Wh hile chan nce meeting gs may be se een as oppo ortunities to o learn more e about our competition n, asso ociates are c cautioned to o exercise ju udgment in w what they d discuss. Any y discussion n or com mmunication n of any kind d with a com mpetitor tha at relates to o pricing, pro oduction, cust tomer information, mar rketing, inventories, pr roduct development, sa ales goals, mar rket studies and other p proprietary or confiden ntial information is prohibited. Sharing this kin nd of inform mation may b be illegal an nd could sub bject the ass sociate and the Com mpany to civ vil or crimin nal penalties s. Purchase s from and sales to com mpetitors ar re allowed if done e in accordance with Co ompany poli icy. Antitrus st Complian nce manuals s are available from the legal department. at this mean ns to me Wha Its a truism tha at merits repeating: in b business, as s in other ar reas of life, its importan nt that t everyone a adhere to th he same rule es and to the e same ethic cal standard ds. Of c course, in re eality this isn nt always th he case. In t the highly co ompetitive environmen nts whe ere we cond duct busines ss in the United States s and abroad d its not u uncommon for com mpanies to seek unfair o or illegal adv vantage ove er other par rties. Thats why the U.S S. and d other governments ha ave rules pro ohibiting un nfair compe etitive practi ices, includi ing anti itrust. There is s a big differ rence betwe een healthy and unhealt thy competi ition. Our business dealin ngs with com mpetitors, customers, s suppliers an nd other par rties ways follow w Company C Code. must alw Unautho orized speci ial arrangem ments with a any outside party are fo orbidden. Compan nies and individuals inv volved in hin ndering com mpetition ar re subject to substantial penaltie es. Rules pe ertaining to competition and antitr rust are com mplex. Your re urged to contact the legal de epartment w when any qu uestions aris se.
vities and Co ontribution ns Political Activ We encourage a all associate es to participate fully in n the political process, a as individua als, d to make vo oluntary con ntributions t to candidate es of your ch hoice. and Com mpany contr ributions, ei ither direct or indirect, to political parties or c candidates f for fede eral, state or r local office e are illegal and are stri ictly prohibited.
Associates who o participate e in political l activities m must make i it clear that they do not t act or speak for Snapon Incor rporated. The Company y cannot an nd will not e endorse any y poli itical candid dates or part ty. at this mean ns to me Wha Whe en it comes to governm ment involve ement, Snap pon encourages associa ates to be ac ctive
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in th heir politica al process. The Compan T ny only asks s that such p participation be done o on pers sonal time; that no Com mpany resou urces are inv volved; that t the Snapo on name isn nt used d; and that S Snapons endorsement isnt impli ied. Com mpliance an nd Reportin ng You u are expecte ed to compl ly with this Code and al ll other policies and pro ocedures of f the Com mpany in all respects. To the exten T nt legally per rmissible un nder local la aws: (1) the e Com mpany may r require you u to sign a ce ertificate ind dicating com mpliance wi ith the polic cies set f forth in this s Code; and (2) any asso ociate who s submits a ce ertificate co ontaining a f false stat tement or m material omission, or wh ho knowing ly violates t this Code, or r knowingly y perm mits a subordinate to d do so, shall b be subject to o disciplinar ry action, in ncluding dem motion or dis smissal. tain associa ates are requ uired by the e Company t to complete e webbased d training Cert mod dules coveri ing this Cod de and ethics s in general. Wit thin the Unit ted States if f you becom me aware of a any acts or transaction ns that may be in v violation of t this Code, yo ou are expec cted to prop perly disclos se such info ormation. If f you beli ieve this Cod de may have e been viola ated, you sho ould raise th he issue imm mediately w with you ur superviso or. If the issu ue is not res solved or yo ou are not co omfortable raising the issu ue with your r supervisor r, you may c contact the C Companys Ethics Help Line at 866 6GO TOO OLS (86646 686657) or r submit an issue to the e website http ps://workpl lacealertpro ogram.alertl line.com. Is ssues presen nted to the E Ethics Help Line will l be treated confidentia ally and anon nymously at t the reques st of the ass sociate. Out tside the United States, the purpose e of the Ethi ics Help Lin ne and web s submission is to facilitate the co onfidential r reporting of f concerns re elated to accounting pr ractices, diting practic ces, or other financial m matters of th he company y. If your co oncern perta ains aud to something other than ac ccounting or financial m matters, you u are encour raged to rep port you ur concerns t to local man nagement or r through ot ther establi ished report ting channe els. Out tside the United States, the Ethics H Help Line ca an be access sed through an AT&T di irect inte ernational to ollfree serv vice country y code listed d in the follo owing table.
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Wh hen you hea ar the record ded AT&T p prompt, dial 866GOTO OOLS (8664 4686657). A After the e greeting you will be co onnected di irectly to the help line c center. T&T Direct by Country y Access Codes AT Country Access Code C Arg gentina 080055 554288 or r 080028 885288 Australia 180088 81011 Austria Bel larus Bel lgium Bra azil Can nada Chi ile 080020 00288 880010 01 080010 0010 080089 900288 or 080088 888288 180022 255288 800225 5288 or 800360 0311 Cou untry Japa an Mex xico Net therlands New w Zealand Nor rway Pola and Por rtugal Rus ssia Access C Code 00539111 018002882872 o or 011800 04624240 080002 229111 000911 1 800190 011 008001111111 800800 0128 8108001101011 1 within M Moscow 8108001201011 1 within S St. Petersbur rg 88123632400 within o other cities 800011 11111 or 800001 10001
Chi ina
Sing gapore Northern n China and d Beijing r region 1088 888 or Southern n and Central China, Sh hanghai and d Guangzh hou regions 108 11 Slov vakia S. K Korea Sou uth Africa Spa ain Swe eden Swi itzerland Tur rkey Uni ited Kin ngdom Ven nezuela
22255288 Cze ech Republi ic 008002 Denmark Fin nland Fra ance Ger rmany Hu ungary Ind dia Ire eland Italy
080000 00101 007291 11 080099 90123 900990011 020799 9111 080089 90011 081128 880001 080089 90011 or 050089 90011 080022 255288
800100 010 0800110015 080099 90011 080022 255288 068000 01111 000117 7 180055 50000 or 008002 22255288 800172 2444
Int ternational l locations also have the option to su ubmit conce erns via web b submissio on at htt tps://workp placealertpr rogram.aler rtline.com, a and for Fran nce, through h a web sub bmission at https://cni ilhotline.alertline.com.
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Ethi ics issues or r complaints may also b be mailed to o the Genera al Counsel a at: Snapon Inco orporated, 2 2801 80th St treet, Kenos sha, Wiscons sin 53143. Communica ations will b be forw warded as appropriate. Any y Customer r Service iss sues or complaints may y be submitt ted by callin ng the numb bers liste ed at www.s snapon.com m by selectin ng the Custo omer Service e link at the bottom of t the Snapon webpa age or the fo ollowing link k, http://bu uy1.snapon..com/snapo on stor re/customer.asp . For Franchisee e problems or disputes s, the Ombud dsman Prog gram provid des the optio on to spea ak confiden ntially to an ombudsman n who is ind dependent a and neutral.. The role of f the omb budsman is to help facilitate a reso olution to a d dispute or p problem a fr ranchisee is s hav ving. Furthe er details are e provided a at http p://extranet t.snapon.com/display/ /router.aspx x?docid=429 945& or call l 800786 660 00, extension n 5506. ou are a mem mber of the e Board of Directors D of f the Compa any, you sho ould report If yo viol lations of this Code dire ectly to the A Audit Comm mittee, the E Ethics Help L Line, web submission, or in writing t to the Gener ral Counsel. In addition n, if you hav ve concerns about accounting, internal accounting g controls or r auditing m matters (Acc counting Com mplaints), yo ou should re eport violations of this Code direct tly to the Eth hics Help Li ine or in n writing to o the Genera al Counsel. Accounting A Complaints s will be tran nsmitted to the Aud dit Committe ee under the Accountin ng Complain nt procedure es establish hed by the A Audit Com mmittee. Con nfidentiality and anonym mity regard ding those w who make co ompliance reports and thos se potential lly involved are maintai ined to the f fullest exten nt possible. Waivers y waiver of t this Code for r directors o or senior ex xecutive or f financial off ficers of the Any Com mpany may b be made on nly by the Co ompanys Bo oard of Dire ectors. Any waiver of th his Cod de for execut tive officers s or director rs may be m made only by y the Board or a Board com mmittee and d will be promptly disclo osed as requ uired by law w or stock exchange regu ulation. Que estions estions abou ut situations s not discuss sed in this d document sh hould be ad ddressed to y your Que supervisor, the e legal depar rtment or th he corporate e human res sources dep partment.
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e Snapon In ncorporated d Code of Business Cond duct and Eth hics is not in ntended to The confer contract tual rights o of any kind u upon any associate or o other person n identified rein, or to cr reate contra actual obliga ations of an ny kind for th he Company y. Because t the ther Com mpanys goa als related in n the Code o of Business C Conduct and d Ethics are e subject to chan nge, the Com mpany retai ins the right t to change t the Code of f Business Conduct and Ethi ics in its sole discretion n, at any tim me, with or w without noti ice. Snapon Incorp porated th 01 80 Stree et 280 Ken nosha, Wisco onsin 53143 3 Snapon is a tra ademark of Snapon Inc corporated; all rights re eserved. Sn napon Inco orporated 20 013
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Incorpo orated Code e of Business Condu uct and Ethics

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