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Code of Ethics

Code of Ethics

TAT TECHNOLOGIES LTD.

CODE OF BUSINESS CONDUCT AND ETHICS

PURPOSE
This Code of Business Conduct and Ethics (this “Code”) is designed to promote honest, ethical and lawful conduct by all employees, officers and directors of TAT Technologies Ltd. (hereinafter “TAT”) and all subsidiaries and entities controlled by it (collectively referred to as the “Group”). The Code is intended to help employees, officers and directors understand the Group’s standards of ethical business practices and to stimulate awareness of ethical and legal issues that may be encountered in carrying out their responsibilities.

The purpose of this Code is to provide a general statement regarding our Group’s expectations as to the legal and ethical nature of business conduct of its directors, officers, employees and agents while acting on our behalf and to provide for the administration of this Code.
No code or policy can anticipate every situation that the Group’s directors, officers and employees may encounter. Accordingly, this Code highlights areas of ethical risk, provides guidance in recognizing and dealing with ethical issues, and establishes mechanisms to report unethical conduct.
Action by members of your family, significant others or other persons who live in your household (referred to in this Code as “family members”) may potentially also result in ethical issues to the extent that they involve our Group’s business. For example, acceptance of inappropriate gifts by a family member from one of our suppliers could create a conflict of interest and result in a Code violation attributable to you. Consequently, in complying with this Code, you should consider not only your own conduct, but also that of your family members, significant others and other persons who live in your household.
Violations of this Code will not be tolerated. Any employee who violates the standards in this Code may be subject to disciplinary action, which, depending on the nature of the violation and the history of the employee, may range from a warning or reprimand to and including termination of employment and, in appropriate cases, civil legal action or referral to a governmental agency.
Moreover, this Code has been designed to be generally effective in preventing and detecting criminal conduct.

POLICIES AND PRINCIPLES
A. Standards of Business Conduct and Ethics
This Code sets forth specific policies governing the manner in which business should be conducted by our Group and by all of our directors, officers, employees and agents and of our affiliates. These policies were developed and are intended to be applied in good faith with reasonable business judgment to enable our Group to achieve its operating and financial goals within the framework of applicable laws and ethical conduct.

This Code does not replace any employment contract to which an employee is party and does not in any way constitute a guarantee of continued employment with the Group. The Code shall not supersede the individual employment agreements and other agreements between the relevant entity in the Group and its directors, officers and employees. In addition, certain matters covered by the Code are also regulated by applicable law. The provisions of the Code are in addition to any applicable law and subject to any such law.

It is the personal responsibility of each director, officer, employee and agent of our Group to adhere to the standards and restrictions, whether imposed by law or this Code, applicable to his or her assigned duties and responsibilities and to conduct himself or herself accordingly. Such standards and restrictions require each director, officer, employee and agent to avoid any activities which would involve either them or the Group in any practice which is not in compliance with applicable laws or this Code. Any director, officer, employee or agent who does not adhere to such standards and restrictions is acting outside the scope of his or her employment or agency.

It is our Group’s policy to observe and comply with all laws applicable to it or the conduct of its business wherever located. In some situations the applicable laws of one jurisdiction may conflict with the applicable laws of another jurisdiction. In such cases the Group will endeavor to resolve such conflict following the guidance of its legal counsel.

Beyond legal compliance, all of our directors, officers, employees and agents are expected to observe high standards of business and personal ethics in the execution of their assigned duties and responsibilities. This requires the practice of honesty and integrity in every aspect of dealing with other employees, the public, the business community, shareholders, customers, suppliers and governmental and regulatory authorities.

Our policy prohibits unlawful discrimination against employees, shareholders, directors, officers, customers or suppliers on account of race, color, age, sex, religion or national origin. All persons will be treated with dignity and respect and they will not be unreasonably interfered with in the conduct of their duties and responsibilities.

No employee should be misguided by any sense of loyalty to our Group or a desire for profitability that might cause him or her to disobey any applicable law or Group policy.

No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair- dealing practice.

Conflicts of Interest
We expect all of our employees to avoid allowing their private interests to interfere, or appear to interfere, with the interests of our Group as a whole. Employees are expected to make or participate in business decisions and actions in the course of their employment with us based on the best interests of our Group as a whole, and not based on personal relationships or benefits.

For example, relationships with prospective or existing suppliers, contractors or customers must not affect your independent and sound judgment on behalf of the Group. Employees may not accept kickbacks, lavish gifts or gratuities from suppliers. While employees can accept from suppliers items of nominal value (such as small promotional items bearing another company’s name), they may not accept anything that might compromise his or her judgment on behalf of the Group. In rare situations, it would be impractical or harmful to refuse or return a gift. If this happens, employees should discuss the situation with any member of our management.

Our employees are expected to apply sound judgment to avoid conflicts of interest that could negatively affect our Group or its business, whether or not we have specific rules for that particular situation. Employees are expected to disclose to us any situations that may involve inappropriate or improper conflicts of interests affecting them personally or affecting other employees or those with whom we do business, as described under “How to Report Your Concerns”. Specifically, employees must disclose any business or financial interest they may have in a transaction between the Group and a third party, and that interest must be approved following the guidance of its legal counsel prior to the transaction.

No employee may perform services as a director, employee, agent, or contractor for any competitor of the Group.

No employee may perform any services as a director, employee, agent, or contractor for any customer, supplier, or any other entity that has a business relationship with the Group, without the prior approval after receiving guidance of its legal counsel.

The foregoing list of conflicts is not exclusive, and other situations or circumstances that are not listed could give rise to conflicts. It is the responsibility of each employee to identify potential conflicts and consult with his or her supervisor, or any member of our management.

Confidential or Proprietary Information
Our policy prohibits employees from disclosing confidential or proprietary information outside the Group, either during or after employment, without the relevant entity in the Group authorization to do so. Employees may not use confidential information for their own personal benefit or the benefit of persons or entities outside the Group.

Confidential information includes all non-public information learned as an employee of the Group. It includes, but is not limited to:

• Non-public information that might be of use to competitors, of interest to the press, or harmful to the Group or its customers, if disclosed;
• Non-public information about the Group’s financial condition, prospects or plans, its marketing and sales programs and research and development information, as well as information relating to mergers and acquisitions, stock splits and divestitures;
• Non-public information concerning possible transactions with other companies or information about the Group’s customers, suppliers or joint venture partners, which the Group is under an obligation to maintain as confidential; and
• Non-public information about discussions and deliberations, relating to business issues and decisions, between and among employees, officers and directors.

Protection of Group Assets
The Group’s assets may only be used for business purposes and such other purposes as are approved by the relevant entity in the Group. No employee may take, make use of, or knowingly misappropriate the assets of the Group, for personal use, for use by another, or for an improper or illegal purpose. No employee is permitted to remove, dispose of, or destroy anything of value belonging to the Group without the relevant entity in the Group consent, including both physical items and electronic information.

Intellectual Property
Employees should help the Group maintain the value of its intellectual property by using care to keep its trade secrets and other nonpublic information confidential, and limit access to nonpublic information to those authorized to use it in their duties for the Group. If customers or suppliers provide nonpublic information to the Group in their dealings with the Group, employees are expected to protect that information in the same manner as the Group’s property.

Communications
Employees are expected to use appropriate judgment and discretion in their email, memos, notes, and other formal and informal communications relating to the Group’s business. Communications relating to the Group’s business must avoid inappropriate or derogatory comments about other individuals or companies, unprofessional language, and unauthorized financial, legal or business statements.

The Group reserves the right to monitor or review any and all data and information contained on any employee’s or officer’s computer or other electronic devise issued by the Group. In addition, the Group reserves the right to monitor or review an employee’s or officer’s use of the Internet, Group Intranet and Group e-mail or any other electronic communications without prior notice.

Respect for Employees
The Group’s employment decisions will be based on reasons related to the business, such as job performance, individual skills and talents, and other business-related factors. Our policy requires adherence to all national, state or other local employment laws. Our policy prohibits discrimination in any aspect of employment based on race, color, religion, sex, sexual preference, marital status, national origin, disability or age, within the meaning of applicable laws.

Abusive or Harassing Conduct Prohibited
The Group policy prohibits abusive or harassing conduct by employees toward others, such as unwelcome sexual advances, comments based on ethnic, religious or racial aspects, or other non-business, personal comments or conduct which makes others uncomfortable in their employment. The Group’s policy is to provide to its employees of both genders with a protective and pleasant work environment free from harassment, sexual or otherwise, and to prevent harmful exploitation of authority and to promote gender equality at work. We encourage employees to report harassment or other inappropriate conduct as soon as it occurs. We are committed to taking prompt and appropriate action as soon as we are aware of or receive any report of harassment or inappropriate conduct of any kind and we will neither take nor permit retaliatory action against any employee who reports alleged harassment. Sexual harassment impinges upon a person’s dignity, privacy, equality between the sexes, the work relationship and its environment and contradicts our Group’s policy. Employees are required to adhere to our Group’s policy in this matter as prescribed by the prevailing laws and regulations.

Fair Methods of Competition
The Group is committed to competition on a lawful and ethical basis. Employees must not use improper or illegal means of gaining competitive information that is confidential or proprietary information owned by others. Employees must not use or disclose confidential or proprietary information which they may have obtained from past employment with other employers.

Use and Disclosure of Inside Information
Our Group policy prohibits disclosure of Inside Information to anyone other than persons within our Group whose positions require them to know such information. For this purpose, “Inside Information” is Material information that has not been made available to the public (for example, information that was not subject of a Group press release or other public document). “Material” information is any information relating to the Group’s business and affairs about which there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy or sell our Group’s shares. Examples of Inside Information include, but are not limited to, major corporate acquisitions, financial forecasts and possible award of significant contracts.
Directors, officers and employees may not purchase or otherwise trade in securities of the Group, directly or indirectly, while in possession of Inside Information about the Group.
Beyond disciplinary action, a violation of this policy may lead to civil and criminal penalties against such director, officer or employee.

Information to the Public
Our policy is to provide public dissemination of material information about our business only through our employees authorized for this purpose. Employees are not under any circumstance to discuss our Group’s financial, business or other information with the press (except for those employees expressly authorized for this purpose) or on any Internet or other “discussion board”, “chat room”, or similar forum. Requests from the media, analysts or shareholders about our Group must be forwarded to our Group’s Chief Executive Officer (the “Chief Executive Officer”) or the Group’s Chief Financial Officer (the “Chief Financial Officer”) for review by our personnel having responsibility for these matters.

Political Activities

Each director, officer and employee is free to engage in personal volunteer political activity and contribute personal resources to candidates and parties in any manner consistent with applicable laws. While you are encouraged to participate in your community and the political process, you may not create the impression that you are speaking or acting for or on behalf of the Group. Business contributions to political campaigns are strictly regulated by federal, state, provincial and local law in Israel, the U.S. and other jurisdictions. Accordingly, directors, officers and employees may not, without the approval of the relevant entity in the Group following the guidance of its legal counsel, use any of the Group’s funds for political contributions of any kind to any political candidate or holder of any national, state, provincial or local government office.

Environment, Safety and Health

The Group is committed to conducting its business in compliance with all applicable environmental and workplace laws, regulations and permits in a manner that has the highest regard for the safety and well-being of its employees, customers and the general public. Therefore, the Group expects all employees to strictly follow the letter and the spirit of all applicable laws and regulations relating to workplace health and safety.

If an employee’s work involves compliance with any safety and health laws, it is the responsibility of the employee to familiarize himself or herself with the relevant laws and regulations, including record keeping. Employees with questions regarding the requirements that apply to their work area should contact their immediate supervisor or any member of the Group’ management team.

B. Accurate Periodic Reports
Accurate Records and Reporting
Full, fair, accurate, timely and understandable disclosures in the Group reports and other documents filed with the U.S. Securities and Exchange Commission (the “SEC”) and in other public communications by the Group, are legally required and are important for the success of the Group’s business.

Accordingly, all financial and other business information pertaining to our Group must be accurately recorded, all financial records and transactions must adhere to our system of internal controls and accounting requirements, and no one shall enter any false or artificial information in our records or reporting systems. All Group information must be reported honestly, timely and accurately, whether to internal personnel, or other records or in information we release to the public or file with government agencies.

Accounting Controls, Procedures and Records
We are required by rules of the SEC to maintain effective “disclosure controls and procedures” so that financial and non-financial information we are required to report in our SEC filings is timely and accurately reported both to our senior management and in the filings we make. All employees are expected, within the scope of their employment duties, to support the effectiveness of our disclosure controls and procedures and to comply with disclosure requirements in accordance with applicable laws. Applicable laws and Group policy require our Group to maintain books and records that accurately and fairly reflect its transactions and the dispositions of its assets. False and misleading entries in our books and records are strictly prohibited.

C. Legal Compliance
We expect our employees to be committed to pro-active compliance with all applicable laws and regulations affecting our Group and its business.

General Standard of Compliance
Our employees must comply with all applicable laws and regulations and national and local governmental authority rules and procedures in every location in which we conduct our business. Competitive factors, personal goals, and pressure from supervisors, customers or others shall never be an acceptable excuse for violating applicable laws.

Prohibited Corrupt Practices
Our Group must comply with anti-corruption laws that apply wherever we do business, including the Foreign Corrupt Practices Act. Our employees and representatives must not directly or indirectly offer or make a corrupt payment to any domestic or foreign government officials, any foreign political party, candidate or official, or employees of enterprises owned or controlled by a government agency. Our employees must not engage in any form of fraud, including, but not limited to, bribery, embezzlement, theft, hiding or misuse of Group assets, or falsification of records.

Intellectual Property Laws
Our Group is committed to protecting rights of intellectual property. Our Group is further committed to preventing unlicensed copying of software and to honor and protect copyrights. We expect our employees to conduct our business and use our business systems and facilities in ways which avoid any violations of copyright, trademark, service mark, patent, trade secret or other intellectual property rights held by third parties.

HOW TO REPORT YOUR CONCERNS
Where to Direct Questions
If you have questions about this code or concerns about any of the matters listed here, please first consider speaking with your immediate supervisor if that person was not involved in the matter giving rise to your questions. If you do not wish to communicate with that person on the matter, please feel free to contact any member of our management.

Good Faith Concerns Are Protected
We encourage each of our employees to report any concerns that others in our Group may have engaged in illegal or unethical conduct relating to our business. We do not discriminate against employees who report their good faith concerns to us. In addition, our Group may not discharge or otherwise discriminate in any manner against, or threaten or harass, an employee for any lawful act by the employee to provide information or assist in an investigation by us or any other governmental authority or agency, of violations of applicable securities laws or any applicable law relating to fraud against shareholders.

Where to Report Your Concerns
If you wish to report or discuss any problem concerning our Group or the matters outlined above, please promptly inform your supervisor, or report the matter to our Chief Financial Officer at email: tat-cfo@tat-technologies.com.

If you wish to communicate any matter confidentially or anonymously, you are free to do so, and we will maintain the confidentiality of your communication to the extent possible under applicable laws. Communications intended to be confidential or anonymous should be in writing, without indicating your name or address, mailed to the Group, Attention: Chairman of TAT’s Audit Committee (the “Audit Committee”) at email: auditchairman@tat-technologies.com. These reports will be received by the Audit Committee and handled in accordance with the “Procedures for Investigating and Resolving Concerns” outlined below.

Audit Committee Available to Hear About Accounting Matters
In addition to the above, if your concerns are about accounting, internal accounting controls, or auditing matters relating to our Group, you are also free to contact the Audit Committee directly. Inquiries or communications intended to be anonymous should be in writing, without indicating your name or address. Communications in writing should be emailed to the Group, Attention: Chairman of the Audit Committee, at address auditchairman@tat-technologies.com.

PROCEDURES FOR INVESTIGATING AND RESOLVING CONCERNS
If applicable or once per calendar year, The Chief Financial Officer will make a report to the Chairman of the Audit Committee, , of all reports of possible violations received, the status of the initial investigation, the Chief Financial Officer’s recommendation for further investigation and/or action, and the basis for the recommendation.

Reports of possible violations of this code will be initially investigated by the Chief Financial Officer. The Chief Financial Officer may include other employees or management (not including those named in the report of possible violation) to assist in the investigation. Upon completion of the initial investigation, the Chief Financial Officer will make a recommendation to TAT’s Board whether further investigation or action is required and will immediately forward the recommendation and the results of the initial investigation to the Chairman of the Audit Committee.

The Audit Committee may, in its discretion, assume responsibility for evaluating any possible violation (even those deemed to require no further investigation and/or action by the Chief Financial Officer) and directing or conducting any investigation or may delegate any portion of such responsibility to TAT’s Board, another committee, the Chief Financial Officer, or another person or entity. If the Audit Committee chooses to assume responsibility for evaluating any possible violation or directing or conducting any investigation where the investigation concerns a possible violation by a member of TAT’s Board, the Chief Executive Officer or Chief Financial Officer, the Audit Committee shall not delegate such investigation to TAT’s Board or any other committee but shall itself (excluding any member subject of the investigation), assume such responsibility. The Audit Committee shall have the authority to engage independent counsel and other advisers, as it deems necessary, to assist in its investigation and decision process. After conducting the investigation, the results will be evaluated and the Group shall authorize such swift response, follow-up and preventative actions, if any, as are deemed necessary and appropriate to address the substance of the reported possible violation. The Group reserves the right to take whatever action it believes appropriate, up to and including discharge of any employee determined to have engaged in improper conduct.

WAIVERS REQUESTED BY OUR OFFICERS AND DIRECTORS
This Code applies to our officers as well as to our employees generally. Our directors are also expected to abide by the principles of this Code, within the scope of their duties as directors, as if they were employees of our Group. Any waiver of a specific provision of this Code for any individual officer or director of our Group must be approved, if at all, in advance by the TAT’s Board. Any such waivers granted which are required to be disclosed by applicable law will be publicly disclosed by appropriate means.

SCOPE OF THIS CODE
TAT’s Audit Committee will, periodically, in light of the experience of the Group, review this Code, and when necessary or desirable, make recommendations to TAT’s Board of Directors to ensure: (i) its continued conformance to applicable law; (ii) that it meets or exceeds industry standards; and (iii) that any weaknesses revealed through monitoring, auditing and reporting systems are eliminated or corrected.

DISCIPLINARY MEASURES
We will consistently enforce this Code through appropriate means of discipline. Pursuant to procedures adopted by it, the Audit Committee will determine whether violations of this Code have occurred and, if so, will determine the disciplinary measures to be taken against any director, officer, employee or agent of the Group who has so violated this Code.

The disciplinary measures, which may be invoked at the discretion of the Audit Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution.

Persons subject to disciplinary measures will include, in addition to the violator, others involved in the wrongdoing such as (i) persons who fail to use reasonable care to detect a violation, (ii) persons who if requested to divulge information withhold material information regarding a violation, and (iii) supervisors who approve or condone the violations or attempt to retaliate against directors, officers, employees or agents for reporting violations or violators.

DOCUMENTATION
Subject to the applicable document retention program, the Group will document its compliance efforts and results to evidence its commitment to comply with the standards and procedures set forth above in this Code.

DISTRIBUTION
The Code of Conduct is publicly available on our website at www.tat-technologies.com. Written copies are available upon request.

PERSON IN CHARGE OF THE CODE OF CONDUCT
THE GROUP’S CHIEF FINANCIAL OFFICER.