What's Ahead?

This course starts with a matching exercise to see how well you can spot ethics and compliance issues that are covered by the Code. After that, we'll go through the most important principles in the Code one by one. Finally, you'll play a game that presents hypothetical situations for you to analyze. Respond correctly to the multiple-choice questions to win the game and earn a Certificate of Completion.

As you're going through the course, you'll notice that certain words and phrases look like this. Click on these words and phrases for more information and additional resources.

It will take you about 30 minutes to complete this course. If you can't complete it in one sitting, you may return to it as often as you need to; you will be able to resume from where you last left off. You will not be able to complete the course more quickly, even if you are a speed-reader. Instead, you'll be rewarded for your faster pace with additional training content.

Good job.
You'll find lots of helpful information in these links throughout the course. Click the button below to close this window.

1.0 Conflicts of Interest

A conflict of interest exists when a person's private interest interferes in any way with the interests of the Company. A conflict can arise when an associate takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively.

Conflicts of interest may also arise when an associate, or members of his or her family, receives improper personal benefits as a result of his or her position at the Company. Loans to, or guarantees of obligations of, associates and their family members may create conflicts of interest. It is almost always a conflict of interest for an associate to work simultaneously for a competitor, customer or supplier. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your supervisor or manager or, if circumstances warrant, the Vice President of Compliance or the Chief Financial Officer of the Company. Any Associate who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 9.0 of this Code.

All Executive Officers and Directors of Richline Group and its subsidiaries, shall disclose any material transaction or relationship that reasonably could be expected to give rise to such a conflict to the Company’s Vice President of Compliance or the Chief Financial Officer. No action Page 5 of 20 may be taken with respect to such transaction or party unless and until such action has been approved by the Vice President of Compliance or the Chief Financial Officer.

1.1 Corporate Opportunities

Associates are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors of the Company. No Associate may use corporate property, information or position for improper personal gain and no associate may compete with the Company directly or indirectly. Associates owe a duty to the Company to advance its legitimate interests whenever possible.

2.0 Fair Dealing

Associates shall behave honestly and ethically at all times and with all people. They shall act in good faith, with due care, and shall engage only in fair and open competition, by treating ethically competitors, suppliers, customers and colleagues. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present associates of other companies is prohibited. No associate should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair practice.

3.0 U.S. Foreign Corrupt Practices Act (FCPA)
The Foreign Corrupt Practices Act of 1977 (FCPA) (15 U.S.C. § 78dd-1, et seq.) is a United States federal law known primarily for two of its main provisions, one that addresses accounting transparency requirements under the Securities Exchange Act of 1934 and another concerning bribery of foreign officials. The act was amended in 1988 and in 1998. As of 2012 there were continued congressional concerns.

3.1 Prohibited Offers and Payments

The Company prohibits all associates from making sensitive payments of any kind, and those who either make or receive such payments shall be subject to appropriate disciplinary action. In addition, any out-of-the-ordinary payment made from funds of the Company for the purpose of obtaining or retaining business or unduly influencing some matter (such as a tax decision) in favor of such company should be considered a "sensitive payment" and is prohibited. Note that such a payment can take the form of extravagant entertainment or a gift of significant value. If any question exists as to the propriety of any proposed transaction or payment, the matter should be referred to the management of the Company or to the Vice President of Compliance or the Chief Financial Officer prior to entering into the transaction or making the payment.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered or accepted by an associate or any family member of an associate unless it (1) is consistent with customary business practices, (2) is not excessive in value, (3) cannot be construed as a bribe or payoff and (4) does not violate any laws or regulations. The offer or acceptance of cash gifts by any associate is prohibited. All Associates Page 6 of 20 are required to report gifts with a value of greater than one hundred dollars ($100.00) or any gift that they think may be inappropriate to their Manager for review and approval.

The Foreign Corrupt Practices Act (FCPA) is a US criminal law that prohibits bribery of foreign officials and requires companies to maintain accurate records.

Furthermore, no Richline Company associate may corruptly give anything of value to a Government Official for the purpose of influencing such Official, securing any improper advantage, or inducing such Official to affect any governmental decision or to help such Richline Company associate obtain business. In addition, no Richline Company associate may offer, give or authorize anything of value to intermediaries, such as affiliates or agents, if all or part of the payment will be used for any such prohibited action.

Liability may be imposed in situations where the Company or its associates are willfully blind or have constructive knowledge of improper payments to a Government Official. If an associate has reason to believe that such payments are being made, he or she should inform the Vice President of Compliance or the Chief Financial Officer.

Sensitive Payments
The term "sensitive payments" is commonly used to describe a broad range of corporate dealings that are generally considered to be illegal, unethical or immoral or to reflect negatively on the integrity of management. Such payments are usually in the nature of kickbacks, bribes or payoffs to influence a decision affecting a company’s business or for the personal gain of an officer or associate.

Government Officials
The term "Government Official" is broad and includes associates of a company under government control, de facto members of government (e.g., political parties, candidates for political office), associates of state-owned or controlled enterprises, and officials or associates of international organizations. A company may be under government control even if it is publicly traded or has substantial nongovernmental ownership of its equity. In some countries, such as China, government control of publicly traded companies is common.

Reimbursement of Business Expenses
The Company and its Associates shall not provide travel and lodging expenses to Government Officials unless those expenses are reasonable and relate directly to the promotion, demonstration or explanation of products or services of a Richline Company associate or to the execution or performance of a contract of a Richline Company associate with a government or government-owned/controlled enterprise. Offers to reimburse and the actual reimbursement of expenses to a Government Official must be documented and the business purpose of the expense must be explicitly recorded.

Gifts to Government Officials
Great care must be taken to ensure that no gifts or entertainment could be interpreted as bribes or improper forms of compensation or payment. Gifts to Government Officials may only be made when they are (1) made to promote general good will and not as a quid pro quo for any official action; (2) of modest value; (3) not in the form of cash money; (4) permitted under local laws of the host country; (5) customary in type and value in that country; (6) given openly and not secretly; and (7) accurately reflected in Richline's books and records of Richline or any Richline Company on whose behalf they are made or otherwise granted. The Company and all of its U.S. and international associates are covered, regardless of where they are doing business.

• U.S. companies

• Personnel of U.S. companies (even foreign personnel)

• Any other “person” while in the U.S.

• Any U.S. persons or entities outside of the U.S.

There is no clear test for determining whether a person is a Government Official. In general, no funds or services of any kind may be paid or furnished for any political purpose. The Company and its associates may be liable under the FCPA not only for their own actions, but also for actions of external sales agents, distributors, joint venture partners, consultants or other business associates.

• Direct authorization of an agent or consultant

• Failure to adequately supervise an agent or consultant

• Payments to a third party who is associated with a government official
  

3.2 Money Laundering

"Money laundering" is the process that criminals use to disguise the true origin and ownership of cash by funneling it through lawful enterprises. In other words, ill-gotten wealth is "laundered" to conceal its sources and to make it appear legitimate.

Money laundering is a crime that furthers other serious crimes, such as drug-smuggling and terrorism. Not only would it severely undermine our Company's reputation to be implicated — even inadvertently — in any sort of money-laundering scheme, but our Company and even individual associates could be subject to criminal and civil prosecution for their involvement.

You can help prevent our Company from being used in a money-laundering scheme by —

• Knowing your customers — ascertain the true identity of new customers and be familiar with their business activities;

• Keeping records concerning a customer's identity; and

• Closely scrutinizing transactions that might lend themselves to money laundering — especially those in cash.

Richline Anti-Money Laundering Policy and Program (full document, including Patriot Act process, on file with Vice President of Compliance)

It is the policy of Richline Group, Inc. to prohibit the use of its business or services for money laundering or terrorist financing. This Anti-Money Laundering Policy and Program has been developed in compliance with the requirements of the rules promulgated by the U. S. Department of Treasury, Financial Crimes Enforcement Network, 31 CFR Part 103, Section 130, 140, under Bank Secrecy Act as amended by the USA Patriot Act of 2001.

3.3 Sanctions and Trade Embargoes

U.S. law has instituted trade sanctions that may restrict or prohibit certain imports, exports, offshore transactions and financial transactions by U.S. companies and U.S. nationals (collectively, "U.S. Persons") with certain designated countries, groups or persons in those countries, including the Balkans, Belarus, Cote d'Ivoire (Ivory Coast), Cuba, the Democratic Republic of the Congo, Iran, Iraq, Lebanon, Libya, Liberia, Myanmar (Burma), North Korea, Somalia, Sudan, Syria, Venezuela, Yemen and Zimbabwe. The U.S. administers and enforces many different trade sanctions, which are separated into "country-based" and "list-based" sanctions programs.

When transactions are effected by foreign subsidiaries of U.S. companies, United States law may be violated if U.S. Persons of those subsidiaries, including any U.S. Nationals who are officers, directors, associates or agents of a Richline Company, are involved in such transactions. Similarly, if U.S. Persons affiliated with foreign subsidiaries (of U.S. companies) approve or facilitate those transactions, including Richline or any of its officers, directors, associates or agents (that are U.S. Persons), U.S. law may be violated. Violations can result in substantial fines, imprisonment and severe restrictions on the company’s ability to do business in the United States and abroad To prevent such violations of U.S. law, no “U.S. Persons” shall engage in, facilitate or approve a transaction with any such designated country, organization or national without the express prior written authorization of the Richline Vice President of Compliance or the Chief Financial Officer. Any such transaction and any proscribed transaction with Cuba or North Korea is a "prohibited transaction."

Country-based Sanctions
"Country-based" sanctions include Cuba, Iran, Myanmar (Burma), North Korea and Sudan. Of these countries, three are subject to U.S. trade embargoes prohibiting virtually all types of commercial and financial activity: Cuba, Iran and Sudan.

List-based Sanctions

The U.S. administers a growing number of "list-based" programs targeting members of governments and other groups and individuals whose conduct is inimical to U.S. national security and foreign policy. Collectively, these "list-based" groups and individuals are known as Specially Designated Nationals or SDNs, which appear on the U.S. Office of Foreign Assets Control's ("OFAC") master list of SDNs. All assets of SDNs are blocked, and U.S. Persons are generally prohibited from dealings with them.

Collectively, the persons on these lists are known as “Specially Designated Nationals” or “SDNs,” and appear on the U.S. Office of Foreign Assets Control (“OFAC”) master list of “Specially Designated Nationals and Blocked Persons” (the “SDN List”). The SDN List is updated frequently and available on the internet at: http://www.treas.gov/offices/enforcement/ofac/sdn/index.shtml

No Covered Party may engage in, facilitate or approve any transactions, or conduct any activities with, any person on the SDN List, whether directly or indirectly, and any prospective dealings with persons on or suspected to be on the SDN List must be immediately reported to the Company’s General Counsel. Each Covered Party that works with vendors should review its vendors and customers against the current SDN List.

Any potential conflict between local law and the trade restrictions described below should be addressed by the Company’s Vice President of Compliance and CFO.

Under U.S. law, prohibitions of the Cuba and Iran sanction programs apply to foreign subsidiaries of U.S. companies, and thus to Richline and all its subsidiaries, since such companies are considered persons subject to U.S. jurisdiction.

Cuba
U.S. law broadly prohibits persons subject to U.S. jurisdiction from virtually all commercial and financial transactions with Cuba. Restricted dealings include: (i) imports into the U.S. of goods, technology or services of Cuban origin; (ii) exports from the U.S. to Cuba of goods, technology or services, either directly or through third country intermediaries; (iii) offshore transactions dealing in or assisting the sale of goods, technology or services to or from Cuba; and (iv) other transactions in which a Cuban financial institution or other Cuban national have any property interest (which is defined very broadly).

Iran
As a result of various U.S. laws and United Nations resolutions (including UN Security Council Resolution 1929 adopted on June 9, 2010), trade with Iran is severely restricted. No Richline Company or Richline Company associate should consider doing any activities in Iran without first consulting with the Richline Compliance officer, legal department or CFO Under U.S. and foreign laws and regulations, partial embargoes have been instituted against North Korea and Syria. Currently, the following rules are in effect:

North Korea
Imports into the United States of goods, technology or services of North Korean origin, either directly or through intermediaries, is prohibited without prior U.S. government approval. This broad prohibition applies to goods, technology and services from North Korea that are used as components of finished goods of, or substantially transformed in, a third country. U.S. economic sanctions programs no longer prohibit most exports and sales to North Korea; however, sanctions imposed by the United Nations (which are legally binding on all member states), restrict exports to North Korea of certain goods, technology and services, including defense hardware, related defense services and luxury goods. In addition, depending on the goods involved (for instance, luxury goods), the export may be subject to other U.S. export controls, such as those administered by the U.S. Department of Commerce.

Syria
Virtually all exports to Syria of items originating in whole or in part from the United States, whether exported directly from the United States or indirectly through a foreign country, are not permitted without prior U.S. government approval. U.S. economic sanctions programs generally do not prohibit imports into the United States from Syria, with some exceptions (for instance, imports of Syrian petroleum and petroleum goods).

3.4 Anti-Competitive Conduct

"Antitrust" (in the U.S.) and "competition" (in the E.U.) laws are intended to promote competition in the marketplace for the benefit of consumers. These laws target the following anti-competitive practices:

• Agreements between competitors (a) to set prices or terms; (b) to allocate markets, customers or territories; or (c) to not do business with ("boycott") certain suppliers or customers;

• Agreements between manufacturers and distributors that the distributors may sell only in certain territories or to certain types of customers;

• Agreements between suppliers and customers to (a) set resale prices; (b) require a customer to buy all of its requirements from one supplier; (c) "tie" a customer's purchase of a desirable product/service to the purchase of a less desirable product/service; and

• Certain predatory practices by companies with monopoly power in their markets.

4.0 Insider Trading

Associates who have access to confidential information are not permitted to use or share that information for securities trading purposes ("insider trading") or for any other purpose except the conduct of the Company's business. All nonpublic information about the Company should be considered confidential information.

It is always illegal to trade in Berkshire Hathaway securities while in possession of material, nonpublic information, and it is also illegal to communicate or "tip" such information to others. While all associates are prohibited from insider trading, Berkshire has adopted specific "Insider Trading Policies and Procedures" applicable to the Company's directors, executive officers and key associates ("Directors and Covered Associates"). This document is posted on Berkshire's website and is sent periodically to Directors and Covered Associates in connection with certification of compliance.

4.1 Confidentiality

Associates must maintain the confidentiality of confidential information entrusted to them, except when disclosure is authorized by an appropriate legal officer of the Company or required by laws or regulations. Confidential information includes all nonpublic information that might be of use to competitors or harmful to the Company or its customers if disclosed. It also includes information that suppliers and customers have entrusted to the Company. The obligation to preserve confidential information continues even after employment ends.

4.2 Protection of Company Assets

Associates are personally responsible for protecting Richline's assets and ensuring their efficient use. These assets include facilities, equipment, proprietary information and electronic communications systems — e.g., a secure network, e-mail, Internet access, instant-messaging, voicemail, etc.

You should only use Richline's assets for legitimate business purposes. Personal use of Company assets is discouraged, should be kept to a minimum and have no adverse effect on productivity and the work environment.

Associates who use their workplace computers for personal activities should not expect that their activities will remain private. Indeed, associates should not have an expectation of privacy in anything they create, store, send or receive on the company’s e-communication systems.

Improper use of our assets by associates can lead to issues of workplace discrimination and harassment, copyright infringement, insider trading, antitrust violations, the loss of trade secrets, and other legal problems for the Company. It can also lead to discipline — and possibly termination — of the associates(s) involved.

Proprietary Information includes and is not limited to:

• Intellectual property (e.g., trade secrets, patents, trademarks and copyrights);

• Business, marketing and service plans;

• Engineering and manufacturing ideas; Customer and Vendor Lists;

• Designs;

• Databases; Third Party Software;

• Records;

• Salary information; and

• Any unpublished financial data and reports.

All associates should endeavor to protect Richline's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported for prompt and immediate investigation. Richline's equipment should not be used for non-Company business, though incidental personal use is permitted.

The obligation of associates to protect the Company's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or criminal penalties.

4.3 Compliance with the Law

Obeying the law, both in letter and in spirit, is the foundation on which Richline's ethical standards are built. In conducting the business of the Company, associates shall comply with applicable governmental laws, rules and regulations at all levels of government in the United States and in any non-U.S. jurisdiction in which the Company does business. Although we do not expect all associates to know the details of these laws, it is important to know enough about the applicable local, state and national laws to determine when to seek advice from supervisors, managers or other appropriate personnel.

The document "Prohibited Business Practices Policy" sets forth the Company's policy on compliance with laws, specifically addressing such topics as prohibited offers or payments, gifts and entertainment, transactions with certain countries and persons, accounting controls and accurate record-keeping. It is the policy of Berkshire Hathaway Inc. and its subsidiaries to strictly comply with all laws and regulations that apply to any of their activities and operations, or that may give rise to the risk of liability for Berkshire, its subsidiaries or persons employed by any of them.

This Prohibited Business Practices Policy applies to all officers, directors and associates of Berkshire and each of its subsidiaries. Each such person shall comply with this Policy, strictly abide by all applicable laws and regulations, and exercise great care not to take or authorize any actions that may create even the appearance of illegal conduct or other impropriety. Persons who violate this Policy shall be subject to appropriate disciplinary action. This Policy is furnished to senior managers and available to all associates.

4.4 Timely and Truthful Public Disclosure

In reports and documents filed with or submitted to the Securities and Exchange Commission (SEC) and other regulators by Richline, and in other public communications made by the Company, associates involved in the preparation of such reports and documents (including those who are involved in the preparation of financial or other reports and the information included in such reports and documents) shall make disclosures that are full, fair, accurate, timely and understandable. Where applicable, these associates shall provide thorough and accurate financial and accounting data for inclusion in such disclosures. They shall not knowingly conceal or falsify information, misrepresent material facts or omit material facts necessary to avoid misleading the Company's independent public auditors or investors.

Significant Accounting Deficiencies

The CEO and each senior financial officer shall promptly bring to the attention of the Vice President of Compliance or the Chief Financial Officer any information he or she may have concerning —

• Significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect the Company's ability to record, process, summarize and report financial data; or

• Any fraud, whether or not material, that involves management or other associates who have a significant role in the Company's financial reporting, disclosures or internal controls over financial reporting.

5.0 Health, Safety and the Environment

Maintaining a safe and sustainable environment both inside and outside the workplace is vital to the health and well-being of us all. Hazardous chemicals, for example, may not only be harmful to those who mishandle them, but also to those affected by them due to improper disposal or handling.

We strive to provide a safe working environment for our associates and to meet or exceed the standards of all applicable laws and regulations governing workplace safety, health and the Page 13 of 20 environment. You should be familiar with our emergency-preparedness plans in order to carry out your responsibilities and assist in implementing the necessary emergency response.

You should never be asked to do something that is either harmful to your health or the health of another person, or that is against applicable environmental laws. If you are asked to do something of this nature, do not comply and report it immediately.

5.1 Waste and Emissions

All Richline facilities and vendors are required to dispose of waste substances in compliance with applicable laws and regulations. In the absence of such laws, international standards must be upheld. Factories and Vendors should implement management systems that reduce the amount of waste produced from their operations. The recovery, re-use, and recycling of materials should be the pillars of said management systems.

5.2 Hazardous Substances

All Richline facilities and vendors are responsible for the correct labeling, storage, and usage of chemicals and hazardous substances in accordance to applicable laws and regulations. All Richline facilities and vendors will not manufacture, trade and/or use chemicals and hazardous substances subject to international bans due to their high toxicity, environmental detrition, potential for bioaccumulation or potential for depletion of the ozone layer. All Factories and Vendors engaged in the use of cyanide for the use of gold recovery, must comply with the International Cyanide Management Code, 2005. Operators using any hazardous substances or chemicals must have the proper ventilation, space, and protective equipment to do so safely. Where possible, Vendors should find alternatives for chemicals and Hazardous Substances used in their production processes.

5.3 Wildlife and Biodiversity

Richline always complies with US and international wildlife and biodiversity laws. We are committed to protecting wildlife that are endangered, rare or illegally trafficked and will continue to strive to keep illegal wildlife products out of our supply chain. Additionally, where feasible, we seek to raise awareness of the scope of the wildlife trafficking crisis and to eliminate the demand for illegal wildlife products in our industry as a whole. We aim to align with companies which or individuals who, do not actively hunt, trade, collect or use illegal wildlife products (for example ivory or rhino horn) and mobilize companies to adopt best practices.

6.0 Alcohol and Drug Abuse

Drug and alcohol abuse in the workplace has significant negative effects. Almost 40% of industrial fatalities and 50% of work-related injuries are linked to drug and alcohol impairment. Drug and alcohol abuse also reduces productivity and is detrimental to the workplace atmosphere.

We are committed to protecting the health and well-being of all our associates by providing a safe and drug-free environment. We require our associates to be free of any measurable amounts of illegal drugs or alcohol in the workplace. Associates are not permitted to drink alcoholic beverages during work hours or on our premises, except at business meals or when served at events that we sponsor.

If you suspect that a co-worker has a substance-abuse problem, don't look the other way or cover for your co-worker if he or she has attendance problems. Report the matter to your supervisor or Human Resources. Rest assured that our ultimate goal is deterrence and rehabilitation, rather than punishment.

Negative Effects of Substance Abuse
While associate health and safety are of primary importance, we also want to avoid these negative byproducts of alcohol and illegal drugs in the workplace:

• Decreased productivity;

• Increased healthcare costs;

• Lower product quality;

• Higher turnover, absenteeism and tardiness;

• Increased workers' compensation costs;

• Industrial and environmental accidents;

• Property damage;

• Lower associate morale; and

• Associate theft from our Company or co-workers.

6.1 Diversity and Respect

Most of us now live and work among people of differing cultural backgrounds, lifestyles and world views. Respect for diversity and the uniqueness of everyone is a fundamental part of (a) maintaining a respectful and productive work environment and (b) serving a diverse customer base.

We hire and promote people on the basis of their qualifications, performance and abilities. We make sure that all associates and applicants for employment have equal opportunities for success.

Discriminating against, harassing or bullying an Associate based on any of the following characteristics may be against the law is strictly prohibited. This includes and is not limited to race, color, religion, sex, national origin, age, pregnancy or maternity, citizenship, disability, marital or familial status, sexual orientation, military or veteran status, size, gender identity/reassignment or expression, physical appearance, HIV status, ancestry, genetic predisposition, or family responsibilities. State or local law may prohibit discrimination or harassment based on other characteristics, as well.

Color
Color discrimination occurs when the hue of a person's skin influences a decision or is the reason for harassment.

National Origin
National-origin discrimination occurs when a person's country of origin is made an issue in employment decisions or prompts harassment. For example, a manager who singles out associates who come from Mexico for mistreatment is discriminating on the basis of national origin.

Age
Federal law protects persons over 40 years of age from discrimination; however, many states go further and protect anyone over 18. In these cases the more stringent standard applies.

Citizenship Discrimination
U.S. federal law outlaws discrimination against people who are U.S. citizens or citizens of other countries who have lawful work authorization (which may include permanent residents, refugees and people with various forms of temporary residency). Partly because immigration laws are intended to protect U.S. citizens against foreign-labor competition, these provisions do contain very limited exceptions, and discrimination law in this area is a little tricky. Some states also have their own citizenship anti-discrimination laws, which may be stricter than federal laws.

Disability or Handicap
Federal law outlaws discrimination against disabled people who can perform their job with or without reasonable accommodation. It also requires that commercial facilities, transportation, telecommunications, and state and local government services be made accessible to the disabled.

A person with a disability may be hearing or visually impaired, or in need of a wheelchair or crutches. A disability may also include a chronic illness such as AIDS or cancer, or a mental condition like depression, obsessive-compulsive disorder or schizophrenia.

State laws against disability discrimination may be stricter and more expansive than federal laws.

Marital or Familial Status
Discrimination based on marital or familial status occurs when an employment decision is made or harassment is based on whether a person is married, divorced or has children, or other reasons related to marriage and family. Typically, a man who cohabitates with an unmarried partner or a single mother with children may experience discrimination on this basis. Many states and localities have laws barring this form of discrimination.

in Congress to include sexual orientation in U.S. federal anti-discrimination laws.

Sexual Orientation
Discrimination based on sexual orientation occurs when an employment decision is made or harassment takes place because of a person's sexuality, whether it be homosexuality, bisexuality or heterosexuality. Gay men or lesbians, for example, might make claims for sexual-orientation discrimination if they feel threatened by co-workers who make insulting and intimidating comments about homosexuality.

Many localities and an increasing number of states have laws barring this form of discrimination. Several proposals have been made

Size Discrimination
Size discrimination occurs when a person's height and/or weight is the subject of an employment decision or motivation for harassment. An obese person who feels put down or targeted because of "fat jokes" may make evidence of such jokes as part of a size-discrimination claim. Size discrimination is illegal in a few jurisdictions. Under some circumstances, obesity may be considered a disability and is covered under disability discrimination laws.

Gender Identity/Reassignment or Expression
Laws against gender-identity/reassignment or expression discrimination are intended to protect transgender citizens, making attacks that occur based on discriminatory factors.

Some State and Local laws include gender identity/reassignment or expression in antidiscrimination laws. Increasing numbers of states and localities are making this form of discrimination illegal.

HIV Status
These laws protect persons infected with the human immunodeficiency virus (HIV), the virus believed to cause Acquired Immune Deficiency Syndrome (AIDS). There may be some overlap with anti-discrimination laws concerning disability.

6.2 Working Hours

The Company will not require workers to work more than the regular and overtime hours allowed by applicable law. The regular work week will not exceed 48 hours. The Company will allow workers at least 24 consecutive hours of rest in every seven-day period. All overtime work shall be consensual. The Company shall not request overtime on a regular basis and shall compensate all overtime work at the legally required rate. Other than in exceptional circumstances, the sum of regular and overtime hours in a week shall not exceed 60 hours. Richline and its subsidiaries comply with all Federal, State and Local wage and hour laws.

6.3 Workplace Violence

Richline is committed to maintaining a work environment that is free from violence, threats, harassment, intimidation and other disruptive behavior. Although this kind of conduct is not pervasive here, no organization is immune.

Violence, threats, harassment, intimidation and other disruptive behavior in our workplace will not be tolerated; that is; all reports of incidents will be taken seriously and will be dealt with appropriately. Such behavior can include oral or written statements, gestures or expressions that communicate a direct or indirect threat of physical harm. Individuals who commit such acts may be removed from the premises and may be subject to disciplinary action, criminal penalties, or both.

We need your cooperation to maintain a safe working environment. Don't ignore violent, threatening, harassing, intimidating or other disruptive behavior. If you observe or experience such behavior by anyone on our premises, whether he or she is an associate or not, report it immediately to a supervisor. Threats or assaults that require immediate attention should be reported to the police at 911.

6.4 Political Activity

While the right to free speech is at the core of our political system, the right to make political contributions and lobby government officials is heavily regulated by federal and state laws. Both our Company and you as an associate are subject to complex rules, including rules specifying the amount of, and way in which, contributions may be made.

The rules regarding political activity can be summarized as follows:

• We recognize your right to vote and be politically active on your own behalf, on your own time and using your own resources;

• Only our designated representatives may speak on Richline's behalf about politics and related matters; See “Richline’s Code of Conduct”.

• Never use our Company's funds or resources for political activities, even if those funds are reimbursed; and

• You should never feel pressured to make a political contribution or to vote in a certain way by anyone working for us or on our behalf.

7.0 Reporting Violations

Richline's CEO, Senior Officers, and Management must promptly report any known or suspected violations of the Code to the Company's Vice President of Compliance. All other associates should talk to supervisors, managers or other appropriate personnel about known or suspected illegal or unethical behavior. These associates may also report questionable behavior in the same manner as they may report complaints regarding accounting, internal accounting controls or auditing matters by contacting (anonymously, if desired) a third party organization called Global Compliance.

Separate anonymous reporting procedures are available for Company associates working outside the United States. No retaliatory action of any kind will be permitted against anyone making such a report in good faith, and the Company's Audit Committee will strictly enforce this prohibition.

Exceptions: Any exceptions of the Code for executive officers or managers may be made only by the Company's Board of Directors or its Vice President of Compliance and will be promptly disclosed as required by law or stock exchange regulation.

7.1 Accountability for Violations

If Richline's Board of Directors, CFO, Vice President of Compliance or its designee determines that the Code has been violated, either directly, by failure to report a violation, or by withholding information related to a violation, the offending director, officer or associate may be disciplined for non-compliance with penalties up to and including removal from office or dismissal. Such penalties may include written notices to the individual involved that a violation has been determined, censure by the Vice President of Compliance, demotion or re-assignment of the individual involved and suspension with or without pay or benefits.

Violations of the Code may also constitute violations of law and may result in criminal penalties and civil liabilities for the offending individual and the Company. We expect all associates to cooperate with internal investigations of misconduct.

7.2 Compliance Procedures

We must all work together to ensure prompt and consistent action against violations of the Code. In some situations, however, it is difficult to know if a violation has occurred. Because we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

• Make sure you have all the facts. In order to reach the right solutions, we must be as informed as possible.

• Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? Use your judgment and common sense. If something seems unethical or improper, it probably is.

• Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved to discuss the problem.

• Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the questions, and he or she will appreciate being consulted as part of the decision-making process.

• Seek help from Company resources. In rare cases where it would be inappropriate or uncomfortable to discuss an issue with your supervisor, or where you believe your supervisor has given you an inappropriate answer, discuss it locally with your office manager or your human resources manager.

• You may report ethical violations in confidence without fear of retaliation. If your situation requires that your identity be kept secret, we will protect your anonymity to the maximum extent consistent with the Company's legal obligations. The Company in all circumstances prohibits retaliation of any kind against those who report ethical violations in good faith.

• Ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

8.0 Social Computing Guidelines:

The following provides the foundation for Richline's policies and guidelines for blogs and social computing. The same principles and guidelines that apply to Company employees' activities in general, as found in the Richline Code of Conduct, apply to employees' activities online. This includes forms of online publishing and discussion, including blogs, wikis, file-sharing, usergenerated video and audio, virtual worlds, and social networks.

Richline supports open dialogue and the exchange of ideas. Richline regards blogs and other forms of online discourse as primarily a form of communication and relationship among individuals. When the Company wishes to communicate publicly as a company—whether to the marketplace or to the general public—it has well established means to do so. Only those officially designated by Richline have the authorization to speak on behalf of the Company.

As a company, Richline trusts—and expects—employees to exercise personal responsibility whenever they participate in social media. This includes not violating the trust of those with whom they are engaging. Employees should not use these media for covert marketing or public relations. If and when members of Richline's Communications, Marketing, Sales or other functions engaged in advocacy for the company have the authorization to participate in social media, they should identify themselves as such.

What does an employee's personal responsibility mean in online social media activities? Online social media enables individuals to share their insights, express their opinions and share information within the context of a globally distributed conversation. Each tool and medium has proper and improper uses. While Richline encourages all of its employees to join a global conversation, it is important for employees who choose to do so to understand what is recommended, expected and required when they discuss Richline-related topics, whether at work or on their own time.

Know the Richline Code of Conduct. If you have any confusion about whether you ought to publish something online, chances are the Code of Conduct will resolve it. Pay particular attention to what the Code of Conduct has to say about proprietary information, about avoiding misrepresentation and about competing in the field. If, after checking the Code of Conduct, you are still unclear as to the propriety of a post, it is best to refrain and seek the advice of management.

Be who you are. Some bloggers work anonymously, using pseudonyms or false screen names. Richline discourages that in blogs, wikis or other forms of online participation that relate to Richline, our business or issues with which the company is engaged. We believe in transparency and honesty. If you are blogging about your work for Richline, we encourage you to use your real name, be clear who you are, and identify that you work for Richline. Nothing gains you more notice in the online social media environment than honesty—or dishonesty. If you have a vested interest in something you are discussing, be the first to point it out. But also be smart about protecting yourself and your privacy. What you publish will be around for a long time, so consider the content carefully and also be judicious in disclosing personal details.

9.0 Hotline

Ethics Point Compliance Hotline

The hotline is operated by Ethics Point Compliance Services, and it allows associates to report violations to an independent third party if they feel uncomfortable contacting someone within the Company or if they wish to remain anonymous. Associates can reach the hotline by calling a toll-free number (1-800-261-8651) or visiting http://www.brk-hotline.com.

Thank you for your diligence and commitment to our Ethical Standards