Code of Conduct
Bell Industries, Inc.
Code of Ethics for Directors, Officers and Employees
The Company's objective, and the expectation of directors, officers and employees, is to maintain the highest standards of business conduct. The Company's policies governing business conduct are based on courtesy, honesty, fairness, good judgment, and the law.
This Code of Ethics (the "Code") is designed to promote the following:
• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships
• Full, fair, accurate, timely and understandable disclosure of the Company's financial results in accordance with applicable disclosure standards
• Compliance with applicable governmental laws, rules and regulations
• Prompt internal reporting of breaches of the Code
• Accountability for adherence to the Code.
Appropriate business conduct is a matter of good common sense. Examples of improper business conduct include (but are not limited to):
• Knowingly not avoiding situations giving rise to a conflict of interest
• Knowingly not complying with applicable governmental laws, rules and regulations
• Knowingly not complying with the requirements of applicable accounting standards and Company policies in the maintenance of a high standard of accuracy and completeness in the Company's financial records
• Being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any close relative
• Use of Company assets for personal gain
• Manipulation of Company records or information for the purpose of altering or distorting business results
• Knowingly disclosing inaccurate or misleading information regarding the Company affairs or results
• Making or receiving illegal payments, bribes or kickbacks
• Unauthorized disclosure of confidential Company information, or unauthorized utilization of confidential information from or about our competitors
The Company strives to ensure that all reports and documents filed with the SEC and other public communications are full, fair, accurate, timely and understandable in accordance with applicable disclosure standards. Directors, officers and employees must not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether inside or outside of the Company. Additionally, in relation to his or her area of responsibility, as applicable, directors, officers, and employees will review and critically analyze proposed disclosures for accuracy and completeness.
It is the Company's policy to comply with applicable governmental laws, rules, and regulations. It is the personal responsibility of each director, officer and employee to adhere to the standards and restrictions imposed by those laws, rules and regulations.
The Board of Directors (the "Board") is responsible for applying the Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any director, officer or employee that becomes aware of any existing or potential breach of this Code is required to notify either the CEO or the Company Secretary. For any such breach that is communicated by a director or officer, the CEO or Company Secretary should immediately notify all members of the Board, and the Board shall take all actions it considers appropriate to investigate any such breaches. If a breach has occurred, the Company will take such disciplinary or preventative action, as the Board deems appropriate. For any such breach that is communicated by an employee, the CEO or Company Secretary should determine in their own judgment the further actions or communications necessary.
Any amendments to the Code or grant of any waiver or an implicit waiver from a provision of the Code to
any director or officer must be approved by the Board and must be disclosed in a report on Form 8-K within
five days pursuant to applicable law and American Stock Exchange rules. A waiver is defined as a material
departure from a provision of the Code and an implicit waiver is defined as the Company's failure to take
action within a reasonable period of time regarding a material departure from a provision of the Code
that has been made known to an officer of the Company.
ADOPTED BY THE BOARD OF DIRECTORS - APRIL 2004.