Leggett & Platt Governance
Code of Business Conduct & Ethics
1. Statement of Purpose
The Board of Directors (the "Board") of Leggett & Platt, Incorporated (the "Company") has adopted this Code of Business Conduct and Ethics (the "Code") for you, the employees, officers and directors of the Company and its subsidiaries. The purpose of this Code is to underscore and further strengthen the Company's commitment to a business culture of honesty and accountability and to inform you of the appropriate means to ask questions about, and to report violations of, this Code.
2. Compliance Standards
While the Company expects you to act in accordance with this Code, it does not replace thoughtful behavior but serves as a source of guiding principles. This Code also does not replace existing rules, policies, or guidelines of the Company such as the Company's Business Policies Manual.
3. Conflicts of Interest; Corporate Opportunities
Business decisions must be made in the best interests of the Company and not motivated by personal interest or gain. Accordingly, the Company expects all employees, officers and directors to promptly disclose potential conflicts of interest and to avoid conflicts of interest unless expressly approved by the Company.
A "conflict of interest" may exist when your private interest interferes, or appears likely to interfere, with the interests of the Company. A conflict of interest situation can arise when your actions or interests make it difficult to perform your work objectively and effectively. Conflicts of interest can also arise when you, or a member of your family, receive improper personal benefits as a result of your position with the Company. Examples of potential conflict situations include the following:
- Conflicting business interests. You have a duty of loyalty to advance the business interests of the Company. You must not own, or provide services to, another business if that situation would cause you to put the other business interests ahead of the Company. For example, it generally would be inappropriate for you to work for a competitor of the Company while you are employed with the Company.
- Conflicting personal interests. You must not misappropriate Company assets or abuse your position with the Company to get improper benefits. For example, you must obtain the appropriate approvals before entering into leases or other contracts concerning the Company that benefit you personally.
- Corporate opportunities. You must not take for yourself opportunities that belong to the Company. For example, as a result of your position with the Company, you may be presented with an opportunity to buy a business that is a customer or supplier of the Company or that competes with the Company. This business opportunity must first be offered to the Company.
Although the Company may elect to waive conflicts that have already occurred, the Company encourages you to disclose possible conflicts before putting yourself in a situation that could jeopardize your employment. Questions about possible conflicts should be directed to the Company's General Counsel.
Confidential information is any non-public or trade secret information that might be used by competitors, or harm the Company or its customers or suppliers, if disclosed. You must maintain the confidentiality of information entrusted to you by the Company or its customers or suppliers, except when disclosure of the confidential information is authorized or required by law.
5. Fair Dealing
The Company's good reputation is one of its most important assets. Always endeavor to deal fairly and honestly with the Company's customers, suppliers, competitors and employees. Do not act in a manner that adversely affects the Company’s reputation. For example, do not take unfair advantage of anyone through abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
6. Protection and Use of Company Assets
You should protect the Company's assets. Be mindful that theft, carelessness and waste have a direct impact on the Company's profitability. Company assets should be used for legitimate business purposes, although limited personal use may be permitted with supervisor approval when reasonable and appropriate.
7. Compliance with Laws
The Company strives to be a good corporate citizen and comply with all applicable laws, rules, regulations and ordinances. You must also comply with all laws, rules, and regulations affecting the Company, including insider trading laws. Insider trading can subject you and the Company to fines and imprisonment.
8. Reporting; Compliance Procedures
If you become aware of a possible violation of this Code, call or write the Company's General Counsel. If you wish to make an anonymous report, you may call the Company's confidential hotline at 800-888-HALT. If your report isn't anonymous, your identity will be treated confidentially.
The Company will promptly investigate any reported matter and take appropriate corrective and/or disciplinary action, up to and including termination, and, if warranted, initiate legal proceedings. The Company will not retaliate against any individual in the terms of employment because of making a report under this Code where the report is based on a reasonable belief that a possible violation of this Code has occurred, is on-going, or is about to occur. The Company expects full cooperation in any investigation of reported matters.
Any waiver of this Code for executive officers or directors of the Company may be made only by the Company's Board of Directors or a committee. Any such waiver will be promptly made available to the Company's shareholders on the Company's website (www.leggett.com) or by such other means as required by law.
A copy of this Code may be found on the Company's intranet and website (www.leggett.com).
All directors and executive officers of the Company must sign an acknowledgement confirming receipt and compliance with this Code.
Page revised on: 1/14/2015