Mission and Values

To: Windsor Continental Officers, Managers and Employees:

Windsor Continental has a strong commitment to ethics and integrity. Our core values and principles define the reasons why and the means by which we do business. Doing what is right is our way of life; it is what is expected of all our employees. Our commitment to this is for the benefit of our customers, our prime contractors and subcontractors, vendors and co-workers, and is the foundation for our company’s ongoing success.

As employees, you may be challenged, perhaps on a daily basis, in your commitment to be fair and consistent, to be compliant with the laws and other regulations that govern our activities, and to take prompt action when something needs to be corrected. Our Code of Conduct and Ethics Policy provides you with guidance in making the right choices when you are called upon to do so.

I ask that you become familiar with this Policy, as well as with all of our Corporate Compliance Policies and general Policies, Practices and Procedures. As you review these materials, please keep in mind that it is not simply the letter of the Policy that is important, but its intent. At any time that you have a question as to what the right path is, know that you can call on the senior staff, any and all, to answer your question.

If you’re ever faced with a situation where you, in good faith, believe our Company values or compliance may be in question, please bring this to the attention of your Manager, the Human Resource Manager or the Corporate Compliance Officer.

In working together we will maintain and live by our values, thus ensuring the continued success of Windsor Continental.

Thank you.
Sincerely,

The Windsor Executive Team

Mission Statement:

Windsor treats each customer as though they were our only customer, through our commitment to continually provide superior products and services that focus on their needs and are designed to exceed their expectations.

Values:

Integrity = Our corporate reputation is based on honesty, ethical behavior, and honoring our commitments. We act with integrity to gain and maintain the trust of both our customers and colleagues and community.

Customer Focus = Our customers are both external and internal customers. We achieve total customer satisfaction by treating our customers with respect, understanding: meeting expectations, being proactive, flexible, and results-oriented.

Accountability + Ownership = Our employees hold themselves accountable for their actions, outcomes, and achieving results. Each of us accepts ownership of results, even if we do not control every aspect of the process. We take ownership, speak up and drive results; focusing on the how and not on the why not.

Continuous Improvement = Our success is founded on promoting personal responsibility and accountability through creative thinking and innovation. Our employees are empowered by welcoming change and seeking to implement improvements in our processes when and where possible. We make decisions based on data, and not opinion.

Teamwork = Our strength and competitive advantage always has been, and always will be, our people. We focus on team success over individual success. We understand and appreciate that our success depends on our willingness to share our knowledge, ideas, and to demonstrate a cooperative spirit at every level and across all Company activities. We recognize that when issues arise, we must work the issue, and not the person.

I. FOREWORD

Windsor Continental Corporation is dedicated to technical excellence and the highest standard of professionalism in our industry. Our company’s success has been a direct result of our employees’ commitment to providing our customers with quality products and service while meeting the highest moral and ethical standards in the performance of our jobs. We take pride in our dedication to our mission, to integrity, to fairness, and to social responsibility.

The company’s reputation reflects the performance of its individual employees. No one at Windsor Continental Corporation can ever justify unethical or illegal dealings on the basis of following orders, because no one is authorized by the company to give such direction. Therefore, each of us has a special duty to lead by example and insist on only the highest business standards from all other Company employees. Our conduct must not only be right, it must look right. We should avoid even the appearance of an impropriety. We are all held accountable for our actions as individuals and representatives of the company.

The purpose of this document is to provide a summary of the essential standards of ethics and conduct that we follow in our business dealings both inside and outside the company. As we continue to expand our business base, it is imperative that we remember that our foundation is based on strict adherence to ethical conduct in our business relationships. As such, the following policies are not goals; they are standards of conduct that must be met.

II. CREDO

Through introspection and continuous process improvement of the products and services we deliver to our customers, each employee will contribute to the ultimate goal of total customer satisfaction. Windsor Continental Corporation has developed a set of principles which each employee is expected to personally subscribe and adhere to. In doing so, Windsor employees will have the unique satisfaction of performing each job with excellence.

Trust: I will personally strive to convey trust and confidence through professional knowledge and courtesy to my customers and all employees within our company.

Communication: I will strive to create a line of communication with my customers and fellow employees that will bring a complete understanding of what is expected of the Company and me.

Responsiveness: I will provide the highest responsiveness and service to my customers and other employees in my Company.

Attitude: I will maintain a positive approach to all Windsor customers and understand that I am expected to provide every customer the highest possible service with my personal commitment to excellence. As an individual within an organization, I understand that the “customers of my work” include other employees within my organization which utilize my skills and products, and customers that are external to my organization.

Appearance: I will at all times provide a professional appearance for myself, my work facilities, and my customer product.

III. CODE OF ETHICS

Stated in their simplest form, the fundamental ethical principles of Windsor Continental Corporation are:

Each Windsor Continental employee is responsible for the propriety and consequences of his or her actions.

Each Windsor employee must conduct all aspects of company business in an ethical and strictly legal manner and must obey the laws of the United States and of all localities, states, and nations where the Company does business or seeks to do business.

Employee conduct on behalf of the company with customers, suppliers, the public, and one another must reflect the highest standards of honesty, integrity, and fairness.

Strict adherence by each Windsor employee to this Code of Ethics and to the Standards of Conduct is essential to the continued vitality of the Company. Therefore, compliance with and effective enforcement of the Code and Standards is a key responsibility of the Company’s management and will be addressed as an element of each employee’s regular evaluation.

Failure to comply with the Code and Standards will result in appropriate disciplinary action, which may include termination of employment, reimbursement to Windsor Continental for any resulting losses or damages, and referral for civil or criminal prosecution. Principles of fairness will apply. In all cases, an employee will be provided the opportunity to explain his or her actions.

STANDARDS OF CONDUCT

I. CONFLICT OF INTEREST

Each employee must be careful to avoid situations that might involve a conflict of interest or appear questionable to others. In general, there are two major areas of concern:

• Participating in activities that conflict or appear to conflict with Windsor Continental Corporation interests and responsibilities, and;
• Giving or receiving anything that might influence the recipient or cause another person to believe that the recipient may be influenced – this includes offering or accepting bribes, kickbacks, illegal payments, or gratuities.

As an employee of Windsor Continental Corporation you must avoid any actions that may appear to involve a conflict of interest with your Windsor Continental activities. These include any business, financial, or other relationships with suppliers, customers, or competitors by you, your close family, or your close associates outside of Windsor Continental Corporation.

Questionable activities include serving on the Board of Directors of a competing or supplier company, consulting with or working for a competing or supplier company, and participating in any outside business during Windsor Continental Corporation business hours.

Employees must observe Company ethical standards, as well as U.S. laws and regulations, when providing or accepting meals, entertainment, or gifts to or from people in business situations. Windsor Continental policy does not permit payment or reimbursement for transportation expenses of non-Company employees.

II. COMMERCIAL BUSINESS

It is permissible for the Company or its employees to pay for meals, refreshments, and other ordinary or necessary expenses relating to company business with commercial entities. However, employees should use good judgment, observe all civil and criminal laws, and follow guidelines that apply to recipients.

III. U.S. GOVERNMENT and FEDERAL AGENCIES

Rules of conduct with respect to U.S. Government officials are extremely strict and well defined in law, government regulations, and Windsor Continental Corporation company policy. In general, Windsor Continental Corporation and its employees will not provide meals, entertainment, gifts, or anything else of value to U.S. Government employees; nor may a Company employee or representative discuss employment opportunities with government employees without the prior approval of Windsor General Counsel. Further, Company employees shall not make any attempt to influence any government employee or member of Congress with regard to the award of a federal contract for which a specific solicitation has been issued, other than through the standard preparation, submission, and discussion of a Company cost and technical proposal in conformance with procurement regulations.

Windsor employees with direct procurement-related responsibilities may not accept any meals, transportation, refreshments, entertainment, gifts or anything else of value from suppliers or their personnel or representatives. Other Company employees may accept modest meals, transportation, refreshments, entertainment, or gifts but must not accept anything that might be considered excessive or intended to influence the employee.

IV. PROTECTION OF COMPANY AND CUSTOMER PROPERTY

You have an obligation to protect all company and customer data, property, and funds under your control against loss, theft, and misuse.

This includes the proprietary information belonging to Windsor Continental Corporation and its customers that you have access to in the course of your work. You must not make any of this information available to unauthorized personnel.

Security procedures have been established to protect U.S. Government classified information and many types of unclassified technical information. If you handle such data, the law requires that you know these procedures and strictly adhere to them at all times.

As an employee you must use Windsor and Customer funds, property, and data only for their proper and intended purposes. No use of such property or data may be made after termination of employment with the Company. You must also make every effort to prevent the misuse of these assets by any other person. Improper use includes selling, loaning, or giving away company or customer property and modifying, destroying, or disclosing customer or Windsor data. Use of customer or company property for personal or non-business purposes is considered to be improper conduct and is in violation of these Standards.

V. SOLICITATION, RECEIPT, AND USE OF PROPRIETARY OR SOURCE SELECTION INFORMATION

No Windsor employee or representative may solicit, obtain, or utilize Source Selection information relating to a government procurement. In addition to materials so marked by the government, Source Selection information includes bid prices and proposed costs or prices submitted in response to a solicitation, source selection plans, technical evaluation plans, technical evaluations of competing proposals, cost or price evaluations of competing proposals, competitive range determination, rankings of competitors, reports and evaluations of source selection boards, and government agency planning, programming, and budgeting system information. Similarly, no Company employee or representative may solicit, receive, or utilize any other company’s proprietary material other than as authorized by that company.

VI. DATA, RECORDS, AND REPORTS

You are responsible for preparing all Company business documents as completely, honestly, and accurately as possible. These records include time cards, expense reports, accounting records, test and progress reports, cost estimates, contract proposals, and presentations to clients, the public, or Windsor management. Any representation, either written or oral, made by any Windsor employee or representative in the conduct of Company business shall be factual, fully substantiated, and verifiable.

It is essential to maintain accurate time keeping and expense records, making sure that you:

• Record and allocate charges for time, materials, and other business-related expenses to the proper charge number.
• Submit complete, accurate, and current cost or pricing data in U. S. Government contract proposals, as required by the Truth in Negotiations Act.
• Check all invoices and payments to customers, consultants, and suppliers to confirm the accuracy of information relating to products, services, prices, and terms of sale.

VII. PROVIDING A PROPER AND PROFESSIONAL WORK ENVIRONMENT

Use fairness, honesty, and regard for the law in all your business relationships with Windsor shareholders, customers, suppliers, employees, and applicants, as well as with local, national, and international communities and governments.

Engage in Human Resources Management practices including but not limited to, recruitment, selection, job assignment, transfer, promotion/demotion, layoff, return from layoff, discipline including termination, training, education, tuition, social and recreations programs, compensation and benefits without regard to race, color, religious creed, national origin, citizenship, marital status, sex, age, handicap, and U. S. Veteran status.

As a supervisor or manager, you must understand and abide by the laws and regulations that limit the work that can be done by former U. S. Government civilian employees and military personnel now working at the Company.  If you are a former U. S. Government employee or member of the armed forces, you also must be aware of and adhere to these laws and regulations.

You must not permit harassment of any Company employee for any reason by other employees, vendors, clients, or anyone else with whom our employees come into contact in the course of their Company business activities.

Because the unauthorized possession, use, purchase, sale, or distribution of illegal drugs and controlled substances is both illegal and counter-productive to our business interest, Windsor Continental will not tolerate any of these actions, nor alcohol abuse, either during the work day or anytime while conducting company business.  The Company encourages any employee with such a problem to use our Group Health Care Plan for assistance.

VIII.     COMMUNICATIONS BETWEEN YOU AND THE COMPANY

Each employee is responsible for obtaining the information necessary to follow directives in this ethics and conduct document and for reporting to Windsor Continental management any observed deviations from policies.

Many of the standards discussed in this document reference U. S. Government legislation and regulations, as well as Company policies.  These referenced materials are available to you through your local management.  If you are unsuccessful in getting the information you need to properly do your job from local sources you should contact the Human Resources Department.

Windsor Continental Corporation fosters a free interchange between employees and all levels of management through its Complaint Review and Resolution Policy.  While we encourage you to contact your immediate supervisor to report or resolve a problem, you are free to contact higher levels of management if you feel they can better assist you.

If you have reason to believe that a violation of these standards of conduct or any other company procedures has occurred or is likely to occur, it is your obligation to contact at least one of the following persons or groups:

• Your supervisor,
• Your department head,
• Your Human Resources Department
• President/Chief Compliance Officer

The company will not disclose your identity without your permission unless disclosure is unavoidable during an investigation.  In no event will adverse action be taken against a Windsor employee because he or she has reported a suspected impropriety.  These reports will be treated in confidence with the fair and rigorous enforcement of the Standards of Business Ethics and Conduct