FINAL ASSESSMENT MOOG INC.companies.defenceindex.org/pdf/moog.pdf · MOOG INC 23/10/14 HTTP:// …Behavioral Integrity Moog has adopted a number of other policies that establish our

MOOG INC 23/10/14 HTTP://WWW.MOOG.COM/

FINAL ASSESSMENT

MOOG INC.

The following pages contain the detailed scoring for your company based on

public information.

The following table represents a summary of your scores:

Topic Number of

questions

% score based

on public

information

Leadership, Governance and Organisation 10 10%

Risk Management 5 10%

Company Policy and Codes 12 41.7%

Training 5 0%

Personnel and Helplines 7 50%

Total 39 25.6%

TI has found no evidence that the company is involved in offsets and has therefore removed the two relevant

questions (A13a and A13b).


A1:

Does the company publish a statement from the Chief Executive Officer or the Chair of the Board supporting the ethics and anti-corruption agenda of the company?

Score:

1

Comments:

Based on public information, there is evidence that the company publishes a statement from the Chief Executive Officer and Chair of the Board supporting the ethics and anti-corruption agenda of the company. The company therefore scores 1. To score higher the company would need to provide evidence of at least two other such statements from the last two years, or one statement from the last two years that specifically supports the company’s strong stance against corruption.

References:

Public:

Company Website:

'Moog Statement of Business Ethics

To All Moog Employees and Representatives: Since the founding of our Company, we have worked to create an environment of mutual trust and confidence that relies on individual integrity, fosters individual responsibility, and promotes individual excellence in performance. We are presenting this Statement of Business Ethics to clarify our basic guidelines for business conduct. We expect that all Moog employees and representatives will use sound judgment and common sense in applying these guidelines to specific situations. When difficult circumstances arise, we expect our employees and representatives to bring the facts to the attention of a management representative who will determine an appropriate response by the Company.

Moog has always enjoyed an excellent reputation for business integrity. It’s consistent with our reputation for delivering products of the highest quality. Applying the spirit of this policy statement in our business dealings throughout the world will preserve that reputation. In this day and age, a reputation for unwavering integrity can be the basis for corporate differentiation and a significant competitive advantage. John Scannell Chairman and Chief Executive Officer '


http://www.moog.com/investors/corporate-governance/moog-statement-of-business-ethics/


A2:

Does the company’s Chief Executive Officer or the Chair of the Board demonstrate a strong personal, external facing commitment to the ethics and anti-corruption agenda of the company?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the Chief Executive Officer or the Chair of the Board demonstrate a strong personal, external facing commitment to the ethics and anti-corruption agenda of the company.

References:

Public:

NA


A3:

Does the company’s Chief Executive Officer demonstrate a strong personal, internal-facing commitment to the ethics and anti-corruption agenda of the company, actively promoting the ethics and anti-corruption agenda at all levels of the company structure?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company’s Chief Executive Officer demonstrates a strong personal, internal-facing commitment to the ethics and anti-corruption agenda of the company, actively promoting the ethics and anti-corruption agenda at all levels of the company structure.

References:

Public:

NA


A4:

Does the company publish a statement of values or principles representing high standards of business conduct, including honesty, trust, transparency, openness, integrity and accountability?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company publishes a statement of values or principles, representing high standards of business conduct. TI notes that the company describes integrity as a value, but does not explain any of the other values sought by this question.

References:

Public:

TI notes:

Company Website:



Moog has always enjoyed an excellent reputation for business integrity. It’s consistent with our reputation for delivering products of the highest quality. Applying the spirit of this policy statement in our business dealings throughout the world will preserve that reputation. In this day and age, a reputation for unwavering integrity can be the basis for corporate differentiation and a significant competitive advantage. John Scannell Chairman and Chief Executive Officer’


Statement of Business Ethics:

‘Commitments to Our Stakeholders

We recognize that our Company is an organization with obligations to a number of different constituencies. Moog’s stakeholders include employees, customers, shareholders, suppliers, and the communities in which we operate, both within the U.S. and around the world. We make the following commitments to each of our stakeholders: To our employees: We are committed to providing equal employment opportunity in a safe working environment with fair pay and benefits and an opportunity for self-improvement and advancement. We are committed to creating an atmosphere that encourages employees to treat one another fairly and with dignity and respect. We are committed to maintaining the highest standards in all aspects of our relationships with our employees. To our customers: We will provide quality products at fair prices, backed by sincere service support. To our shareholders: We will work to produce a fair return on shareholder investment and continued enhancement of shareholder value. To our suppliers: We are committed to maintaining open and fair business dealings, and to selecting sources of supply on the basis of quality, price, services offered, and ethical policies that match our own high standards. To our U.S. and overseas communities: We recognize our responsibility to maintain a clean and healthy physical environment. We strive to establish appropriate relationships with our neighboring communities, schools, local governments, and the families of employees. Our expectation is that every Moog employee and representative will consistently engage in ethical business conduct even if in a given situation it means losing an apparent business opportunity or a reduction in profits. In summary, we recognize our responsibility to act as good corporate citizens.

Worldwide Application

Moog is committed to complying with the law and regulations of the countries in which we conduct business. This Statement of Moog’s Business Ethics contains principles that apply to all of Moog’s facilities, in the U.S. and around the world. We also address in this statement some specific issues that apply to U.S. Government Programs. In particular, the Company will ensure its compliance with applicable U.S. Government regulations against fraud, waste and abuse, including provisions for an employee awareness program and internal control system. Such compliance is aimed at facilitating timely discovery and disclosure of improper conduct and ensuring that corrective measures are instituted promptly.

Many of the Company’s ethical principles apply to all of our operations around the world. We also recognize that several of our facilities are located in countries that have requirements that are not covered in this Statement. The management on site at these facilities will be cognizant of local requirements and should be consulted by Moog employees to ensure adherence to all applicable laws, rules, and regulations.


…Behavioral Integrity

Moog has adopted a number of other policies that establish our vision of the right thing to do. These policies establish ideals to which individual employees and associates of the Company are expected to conform. They also reinforce our environment of mutual trust, confidence, and integrity. Some of these ideals are posted at the bulletin board locations, in our Employee Handbook, or in the Supervisor’s Policy Manual. They include:

Promoting equal opportunity

Respecting diversity

Protecting confidentiality of company records containing personal information

Maintaining a drug-free workplace

Maintaining a workplace free of sexual harassment or other forms of intimidation’

http://www.moog.com/investors/corporate-governance/moog-statement-of-business-ethics


A5:

Does the company belong to one or more national or international initiatives that promote anti-corruption or business ethics with a significant focus on anti-corruption?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company is a member of one or more national or international initiatives that promote anti-corruption or business ethics with a significant focus on anti-corruption.

References:

Public:

NA


A6:

Has the company appointed a Board committee or individual Board member with overall corporate responsibility for its ethics and anti-corruption agenda?

Score:

1

Comments:

Based on public information, there is limited evidence that the company has appointed the Audit Committee with overall corporate responsibility for its ethics and anti-corruption agenda. The company therefore scores 1. To score higher the company would need to provide evidence that outlines in greater detail the responsibilities of the Audit Committee.

References:

Public:

Company website: 'Charter of the Audit Committee of the Board of Directors

The Audit Committee of the Board of Directors (the “Board”) of Moog Inc. (the “Company”) is organized for the purposes of assisting the Board in oversight of (1) the integrity of the financial statements of the Company, (2) the compliance by the Company with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence and (4) the performance of the Company’s internal audit function(s) and independent auditors.

The Audit Committee shall prepare a report as required by the rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual proxy statement. Composition

…The Audit Committee shall make regular reports to the full Board. The Audit Committee should review with the Board any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditors, or the performance of the internal audit function. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Audit Committee shall annually review the Audit Committee’s


own performance.

The Audit Committee, to the extent it deems necessary or appropriate in meeting its responsibilities, shall: …Compliance Oversight Responsibilities

18. Review reports and disclosures of insider and affiliated party transactions. Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with applicable Company codes of conduct.

19. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters.

20. Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.

Audit Committee's Role

While the Audit Committee has the responsibilities and functions set forth in this Charter, it serves in an oversight capacity and, as such, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor. '

http://www.moog.com/investors/corporate-governance/charter-of-the-audit-committee-of-the-board-of-directors/

'Nominating and Governance Committee Charter

The Nominating and Governance Committee of the Board of Directors (the “Board”) of Moog Inc. (the “Company”) is appointed by the Board to (1) identify and consider individuals qualified to become members of the Board, (2) recommend Director nominees for the next annual meeting of shareholders, and (3) recommend to the Board the Corporate Governance Guidelines of the Company. Committee Membership

…The Committee will report its activities to the Board on a regular basis and make such recommendations as the Committee deems necessary or appropriate. The Committee will have the resources and authority appropriate to discharge its responsibilities, including authority to retain and terminate search firms used to identify director candidates and to approve such search firms’ fees and other retention terms. The Committee will review and assess the adequacy of this charter annually and recommend changes to the Board of Directors when necessary. This charter will be published on the Company’s Website and available in written form upon request. The Committee, to the extent it deems necessary or appropriate, will:


Develop, recommend and review annually the Board of Directors’ Corporate Governance Guidelines to comply with state and federal laws and regulations and with the New York Stock Exchange Listing Standards;

Identify and recommend to the Board the nominees to be proposed by the Company for election as directors of the Company at the annual meeting of shareholders, or to fill vacancies on the Board of Directors. The criteria for selecting nominees for election as directors of the Company shall include experience in the operation of public companies, accomplishments, education, skills, and the highest personal and professional integrity;

Review the committee structure of the Board and recommend to the Board for its approval directors to serve as members of each committee. The Committee will review committee composition annually and recommend new committee members, as necessary;

Review on an annual basis non-employee director compensation and benefits and make recommendations to the Board on appropriate compensation;

Annually, oversee the evaluation of the Board and management; Annually, evaluate the performance of the Committee.'

http://www.moog.com/investors/corporate-governance/nominating-governance-committee-charter/


A7:

Has the company appointed a person at a senior level within the company to have responsibility for implementing the company’s ethics and anti-corruption agenda, and who has a direct reporting line to the Board?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has appointed a person at a senior level within the company to have responsibility for implementing the company’s ethics and anti-corruption agenda.

References:

Public:

NA


A8:

Is there regular Board level monitoring and review of the performance of the company’s ethics and anti-corruption agenda?

Score:

0

Comments:

Based on public information, there is no readily available evidence that there is regular Board level monitoring and review of the performance of the company’s ethics and anti-corruption agenda.

References:

Public:

NA


A8(a):

Is there a formal, clear, written plan in place on which the review of the ethics and anti-corruption agenda by the Board or senior management is based, and evidence of improvement plans being implemented when issues are identified?

Score:

0

Comments:

Based on public information, there is no readily available evidence that there is a formal, clear, written plan in place on which the review of the ethics and anti-corruption agenda by the Board or senior management is based, and no evidence of improvement plans being implemented when issues are identified.

References:

Public:

NA


A9:

Does the company have a formal process for review and where appropriate update its policies and practices in response to actual or alleged instances of corruption?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a formal process for review and where appropriate updates its policies and practices in response to actual or alleged instances of corruption.

References:

Public:

NA


A9(a):

Does the company have a formal anti-corruption risk assessment procedure implemented enterprise-wide?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a formal anti-corruption risk assessment procedure implemented enterprise-wide.

References:

Public:

TI notes: Form 10 K, p. 35-39:

http://www.moog.com/literature/Corporate/Investors/SEC/10-K_Filings/10-K_Nov_30_2011.PDF


A10:

Does the company have a formal anti-corruption risk assessment procedure for assessing proposed business decisions, with clear requirements on the circumstances under which such a procedure should be applied?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a formal anti-corruption risk assessment procedure for assessing proposed business decisions.

References:

Public:

NA


A11:

Does the company conduct due diligence that minimises corruption risk when selecting or reappointing its agents?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company conducts due diligence that minimises corruption risk when selecting or reappointing its agents.

References:

Public:

NA


A12:

Does the company have contractual rights and processes for the behaviour, monitoring, control, and audit of agents with respect to countering corruption?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has contractual rights and processes for the behaviour, monitoring, control, and audit of agents with respect to countering corruption.

References:

Public:

NA


A13:

Does the company make clear to contractors, sub-contractors, and suppliers, through policy and contractual terms, its stance on bribery and corruption and the consequences of breaches to this stance?

Score:

1

Comments:

Based on public information, there is evidence that the company makes clear to suppliers, through policy and contractual terms, its stance on bribery and corruption. However, the company only appears to make the consequences of breaches to its gratuities policy clear. The company therefore scores 1.

References:

Public:

Standard Terms and conditions of Purchase, p.8:

' 31. Ethical Compliance; Gratuities

(a) Supplier agrees that it has reviewed and that it shall comply with applicable provisions of the Moog Statement of Business Ethics, available at:

http://www.moog.com/investors/corporate- governance/moog-statement-of-business-ethics/.

(b) Gratuities. Supplier warrants that neither it nor any of its employees, agents, or representatives have offered or given, or will offer or give, any gratuities to Buyer’s employees, agents, or representatives for purposes of securing this Order or securing favorable treatment under this Order. If it is found that gratuities (in the form of entertainment, gifts or otherwise) are offered by Supplier, or any agent or representative of Supplier, to any employee of Buyer or its agents or representatives with a view toward securing favorable treatment with respect to the awarding or performing of any Purchase Order issued by Buyer to Supplier, Buyer may, by written notice to Supplier, terminate this Order in accordance with Article 21,Termination for Default, in addition to the exercise of any other rights or remedies provided to Buyer by law.’ http://www.moog.com/literature/Corporate/Suppliers/Supply_Chain_Stard_Terms_Conditions_of_Purchase.pdf


A13(a):

Does the company explicitly address the corruption risks associated with offset contracting?

Score:

NA

Comments:

Based on public information, there is no readily available evidence that the company engages in offset contracting.

References:

NA


A13(b):

Does the company conduct due diligence that minimises corruption risk when selecting its offset partners and offset brokers?

Score:

NA

Comments:

Based on public information, there is no readily available evidence that the company engages in offset contracting.

References:

NA


A15:

Does the company have an anti-corruption policy that prohibits corruption in its various forms?

Score:

2

Comments:

Based on public information, there is evidence that the company has an anti-corruption policy that prohibits corruption in its various forms.

References:

Company Website:

'Procurement Integrity

Moog employees will not accept or provide “kickbacks” including any money, fees, commissions, credit, gift, gratuity, or compensation of any kind, for the purpose of improperly obtaining or rewarding favorable treatment in either the selling or procurement activities of the Company. Examples of favorable treatment include the improper advance notice of a request for bids or the submission of bids after a closing date. Procurement integrity applies to employees and affiliates who participate personally in the procurement process. We are required to ensure that all those who participate on Moog’s behalf are not compromised by giving or receiving anything of value or by previous employment or affiliation. Moog’s stance in this regard is consistent with U.S. Federal Acquisition Regulations. Moog employees should not accept or extend either entertainment or gifts that could materially impair the receiving party’s objectivity in conducting Company business. Public disclosure of any transaction should never be compromising to the Company, the employee involved, or the recipient of any gift or offer. Furthermore, no business courtesies may be extended to employees of the U.S. Departments of Defense or Energy, NASA, or to any other U.S. Government employee who is subject to Standard of Conduct regulations that would be violated.

Unlawful Payments, Gifts, and Entertainment Affecting Moog’s Global Operations

All Moog employees in every facility around the world must be aware of and comply with U.S. laws and the laws of other countries that prohibit payments, gifts, and entertainment that could be considered a bribe to obtain favorable business treatment or the award of contracts and subcontracts. Violation of these laws can result in millions of dollars in fines to


companies and individuals and imprisonment for individuals for up to 5 to 10 years.

1) The U.S. Foreign Corrupt Practices Act (“FCPA”) All Moog employees in every facility around the world, and their representatives, are subject to the FCPA. This is because Moog is a U.S. company. The FCPA makes it unlawful to: a) offer or make any payment or give any thing of value to a Foreign Government Official to obtain favorable business treatment in a foreign country or obtain contracts from that country. A “thing of value” can include expensive gifts or expensive entertainment. b) fail to have accurate books and records of corporate assets, which would identify the potential corrupt use of Company assets for this purpose. Moog, including all of our employees and representatives, must comply with the FCPA.

2) The U.K. Bribery Act (“UKBA”) The UKBA applies to any company incorporated in England, Scotland, Wales and Northern Ireland and its employees and representatives. The UKBA applies to all Moog employees and representatives from every Moog facility around the world whenever we are working with customers or vendors located in these U.K. countries. The UKBA also applies whenever any Moog employee or representative from any facility around the world is working with customers or vendors that are incorporated in these U.K. countries, regardless of where in the world we are conducting business. All persons defined as citizens, subjects or protected persons of these countries are subject to the UKBA wherever they do business in the world.

The UKBA makes it unlawful to: a) offer or make any payment or other advantage, ask for or receive any payment or other advantage, to or from any Government Official or any other person for the purposes of inducing a person to perform improperly one of their functions in their position of trust and responsibility, or as a reward for improper performance. “Other advantage” can include expensive gifts or expensive entertainment. If the UKBA applies to a company or to an individual, they must comply with the UKBA regardless of where they do business in the world. b) fail to have adequate measures in place for the Company to prevent or detect bribery being undertaken on its behalf by employees or outside representatives or failing to enforce those measures. Moog and all of our employees and representatives around the world must comply with the UKBA whenever it applies to the business we are conducting.

3) Similar Laws in Other Countries Many other countries, including Germany, Italy, Japan and China, have similar laws to the FCPA and UKBA. Moog employees who are located outside the U.S. and U.K. or who regularly do business in other countries should discuss these laws with in-country Moog Management.'



A16:

Is the anti-corruption policy explicitly one of zero tolerance?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company’s anti-corruption policy is one of zero-tolerance.

References:

Public:

TI notes:

Company Website:

'Procurement Integrity



All Moog employees in every facility around the world must be aware of and comply with U.S. laws and the laws of other countries that prohibit payments, gifts, and entertainment that could be considered a bribe to obtain favorable business treatment or the award of


contracts and subcontracts. Violation of these laws can result in millions of dollars in fines to companies and individuals and imprisonment for individuals for up to 5 to 10 years.







A17:

Is the company's anti-corruption policy easily accessible to Board members, employees, contracted staff and any other organisations acting with or on behalf of the company?

Score:

2

Comments:

Based on public information, there is evidence that the company's anti-corruption policy is easily accessible to Board members, employees, contracted staff and any other organisations acting with or on behalf of the company.

References:

Public: Company Website: 'Moog Statement of Business Ethics




Language Translations for Statement of Business Ethics:

Statement of Business Ethics-French (PDF)

Statement of Business Ethics-German (PDF)

Statement of Business Ethics-Italian (PDF)

Statement of Business Ethics-Spanish (PDF)

Statement of Business Ethics-Korean (PDF)

Statement of Business Ethics-Japanese (PDF)

Statement of Business Ethics-Simplified Chinese (PDF)



We recognize that our Company is an organization with obligations to a number of different constituencies. Moog’s stakeholders include employees, customers, shareholders, suppliers, and the communities in which we operate, both within the U.S. and around the world. We make the following commitments to each of our stakeholders: To our employees: We are committed to providing equal employment opportunity in a safe working environment with fair pay and benefits and an opportunity for self-improvement and advancement. We are committed to creating an atmosphere that encourages employees to treat one another fairly and with dignity and respect. We are committed to maintaining the highest standards in all aspects of our relationships with our employees. To our customers: We will provide quality products at fair prices, backed by sincere service support. To our shareholders: We will work to produce a fair return on shareholder investment and continued enhancement of shareholder value. To our suppliers: We are committed to maintaining open and fair business dealings, and to selecting sources of supply on the basis of quality, price, services offered, and ethical policies that match our own high standards. To our U.S. and overseas communities: We recognize our responsibility to maintain a clean and healthy physical environment. We strive to establish appropriate relationships with our neighboring communities, schools, local governments, and the families of employees. Our expectation is that every Moog employee and representative will consistently engage in ethical business conduct even if in a given situation it means losing an apparent business opportunity or a reduction in profits.

http://www.moog.com/literature/Corporate/Investors/SEC/Ethics_Policy_by_Language_2014/French_Ethics_Book_MWW_2_2014.pdf

http://www.moog.com/literature/Corporate/Investors/SEC/Ethics_Policy_by_Language_2014/German_Ethics_Book_MWW_2_2014.pdf

http://www.moog.com/literature/Corporate/Investors/SEC/Ethics_Policy_by_Language_2014/Italian_Ethics_Book_MWW_2_2014.pdf

http://www.moog.com/literature/Corporate/Investors/SEC/Ethics_Policy_by_Language_2014/Spanish_Ethics_Book_MWW_2_2014.pdf

http://www.moog.com/literature/Corporate/Investors/SEC/Ethics_Policy_by_Language_2014/Korean_Ethics_Book_MWW_2_2014.pdf

http://www.moog.com/literature/Corporate/Investors/SEC/Ethics_Policy_by_Language_2014/Japanese_Ethics_Book_MWW_2_2014.pdf

http://www.moog.com/literature/Corporate/Investors/SEC/Ethics_Policy_by_Language_2014/Simplified_Chinese_Ethics_Book_MWW_2_2014.pdf


In summary, we recognize our responsibility to act as good corporate citizens. Worldwide Application


Many of the Company’s ethical principles apply to all of our operations around the world. We also recognize that several of our facilities are located in countries that have requirements that are not covered in this Statement. The management on site at these facilities will be cognizant of local requirements and should be consulted by Moog employees to ensure adherence to all applicable laws, rules, and regulations. Corporate Governance Guidelines

Moog has adopted Corporate Governance Guidelines that describe how the Board of Directors will exercise business judgment to act in the best interests of Moog. The Board will oversee management performance on behalf of the shareholders and ensure that the long-term interests of the shareholders are being served. The Board will also perform the duties and responsibilities assigned by the laws of New York State. The Guidelines may be reviewed in full on the Moog website at www.moog.com. Financial Integrity

The integrity of our business must be reflected in our financial practices. We subscribe to the principles of completeness, timeliness, accuracy, and honesty in our financial operations. Each employee contributes to the integrity of our financial reports, beginning with accurate time reporting and ending with the public disclosure of the Company’s financial results. We have adopted processes, policies, and procedures to ensure that all employees share the responsibility for the integrity of Moog’s financial information. We will comply with the Sarbanes-Oxley Act and all applicable rules adopted by the Securities and Exchange Commission and the New York Stock Exchange. Conflicts of Interest

The proper operation of our business requires that our officers, directors, employees, and representatives are always in a position to act with total objectivity on behalf of the Company. All of our employees should avoid investments or activities that could affect that objectivity. Most conflicts of interest are readily identifiable. It is almost always a conflict of interest for a Moog employee to take on work from a competitor, customer, or supplier. The best policy is to avoid any direct or indirect business connection with our customers, suppliers, or competitors, except on Moog’s behalf.

We also recognize the potential for apparent conflicts of interest that may be difficult to


evaluate and resolve. Under such circumstances, the matter should be brought to the attention of management so that we can resolve any questionable issues quickly and openly. Responsible Use of Company Assets

The Company expects all employees to ensure the proper use of Company and customer property, electronic communication systems, information resources, materials, facilities, and equipment. Employees must use and maintain these assets with the utmost care and guard against waste and abuse. Employees should not remove assets from Company property without management permission. Insider Trading

Directors, officers, and employees of Moog may not trade any of Moog securities while in the possession of material inside information about Moog. Material inside information is non-public information, which would reasonably be expected to affect the price of the securities or would be important to an investor in deciding whether to buy, sell, or hold the security. Using non-public information for personal financial benefit is both unethical and illegal. The Company has published a Policy on Insider Trading that addresses this subject in depth. It includes guidance on blackout dates, benefit plans, special events, and transactions involving household members, among other subjects. Anyone who has questions regarding the legality of a personal transaction is encouraged to contact the Controller in advance of acting. Protection of Company Private Information

Many employees have access to Company private information and are trusted to safeguard that information, limiting its disclosure and use, except as may be specifically authorized by Moog. Typically, disclosure should be limited to those individuals that have a business need to know the information. Company private information includes pricing rates, marketing plans, proposal data, acquisition plans, or information related to how Moog conducts business or produces hardware. This protection of Company private information extends to employee use of business and social networking web sites. Sensitivity in the use of networking sites and tools is particularly warranted, in view of the potential speed and breadth of information sharing and redistribution that can occur.

Moog drawings and data marked Proprietary, Restricted, Confidential, or Trade Secret fall into this category. Handling, marking, and disclosure of such data, or similar data provided to Moog by customers, vendors, or teammates requires strict adherence to Moog Policy and Procedures. Moog requires new employees to sign a Confidentiality Agreement that defines these duties in a simple, straightforward manner. In addition, all employees have executed Patent Agreements as part of the hiring process. Employees who develop inventions that may be worthy of patenting must disclose them to the Company for a determination of whether they should be patented for the Company’s benefit. Procurement Integrity


Moog employees will not accept or provide “kickbacks” including any money, fees, commissions, credit, gift, gratuity, or compensation of any kind, for the purpose of improperly obtaining or rewarding favorable treatment in either the selling or procurement activities of the Company. Examples of favorable treatment include the improper advance notice of a request for bids or the submission of bids after a closing date. Procurement integrity applies to employees and affiliates who participate personally in the procurement process. We are required to ensure that all those who participate on Moog’s behalf are not compromised by giving or receiving anything of value or by previous employment or affiliation. Moog’s stance in this regard is consistent with U.S. Federal Acquisition Regulations. Moog employees should not accept or extend either entertainment or gifts that could materially impair the receiving party’s objectivity in conducting Company business. Public disclosure of any transaction should never be compromising to the Company, the employee involved, or the recipient of any gift or offer. Furthermore, no business courtesies may be extended to employees of the U.S. Departments of Defense or Energy, NASA, or to any other U.S. Government employee who is subject to Standard of Conduct regulations that would be violated. Unlawful Payments, Gifts, and Entertainment Affecting Moog’s Global Operations

All Moog employees in every facility around the world must be aware of and comply with U.S. laws and the laws of other countries that prohibit payments, gifts, and entertainment that could be considered a bribe to obtain favorable business treatment or the award of contracts and subcontracts. Violation of these laws can result in millions of dollars in fines to companies and individuals and imprisonment for individuals for up to 5 to 10 years.


2) The U.K. Bribery Act (“UKBA”) The UKBA applies to any company incorporated in England, Scotland, Wales and Northern


Ireland and its employees and representatives. The UKBA applies to all Moog employees and representatives from every Moog facility around the world whenever we are working with customers or vendors located in these U.K. countries. The UKBA also applies whenever any Moog employee or representative from any facility around the world is working with customers or vendors that are incorporated in these U.K. countries, regardless of where in the world we are conducting business. All persons defined as citizens, subjects or protected persons of these countries are subject to the UKBA wherever they do business in the world.


3) Similar Laws in Other Countries Many other countries, including Germany, Italy, Japan and China, have similar laws to the FCPA and UKBA. Moog employees who are located outside the U.S. and U.K. or who regularly do business in other countries should discuss these laws with in-country Moog Management. Anti-Trust Regulation

Moog expects all officers, employees, and representatives to comply with all applicable U.S. and foreign anti-trust laws. Violations can result in heavy penalties to the individuals involved, as well as to the Company. Generally, agreements or understandings that limit or restrict competition may be unlawful. These could be agreements affecting prices, terms or conditions of sale, production, distribution, territories, or customers. Therefore, contracts, agreements, or understandings with suppliers and customers involving exclusive dealing, or other restrictive agreements should only be consummated after the approval of a Company officer. Endorsements: Commercial and Political

If an employee engages in any promotional activity that might be interpreted as endorsing a commercial organization, private venture, product, or political group, it must be done on the employee’s own time as a private citizen, not as a representative of Moog. The employee should avoid even the appearance of participating as a representative of


Moog. Employees who author articles or publications and plan to be identified as a Moog employee must first get approval from the Chief Financial Officer. Behavioral Integrity


Promoting equal opportunity Respecting diversity Protecting confidentiality of company records containing personal information Maintaining a drug-free workplace Maintaining a workplace free of sexual harassment or other forms of intimidation

Implementation of Our Policy

Our commitment to ethical business conduct requires the cooperation of every employee and representative of the Company. We must hold ourselves to the highest standards with the realization that the Company’s best interests are our own best interests. We must avoid any violation of these standards or any appearance of a violation. Our business is governed by complex and frequently changing laws, rules, and regulations. The proper application of these laws, rules, and regulations can create, in certain circumstances, uncertainty and confusion. To help us handle questionable situations, we have established the following procedures: a) Managers: Moog has a strong commitment to an open-door policy. This means that employees are encouraged to take advantage of the availability of any manager, supervisor, or Human Resources Representative for consultation on ethical issues as they arise. All managers will maintain open communication with employees regarding questions of ethics. b) Confidential Ethics Hotline: In cases where employees suspect a violation of Moog’s Ethics Policy that has not been adequately addressed by managers, supervisors, or Human Resource Representatives, they are encouraged to call a confidential hotline number. Ethics Hotline posters indicating this number and describing its intended use are displayed on bulletin boards throughout Company facilities. Internal Company Counsel has been designated as Moog’s Ethics Advocate for these situations. c) Employee Complaint Procedures for Accounting and Auditing Matters: In any case wherein an employee believes that the Company’s financial statements are


materially misstated as a result of intentional acts or material weaknesses in the systems of internal control, and such suspicions have not been satisfactorily addressed by management, he or she is advised to contact directly the Corporate Secretary of the Company. A separate hotline number for such cases is listed on the Ethics Hotline poster on Company bulletin boards.

To the fullest extent feasible within legal mandates, the source of all communications reporting irregularities in business ethics, accounting, or auditing to the Company’s Ethics Advocate or Corporate Secretary will be held in strictest confidence with an assurance that the matter will receive an appropriate investigation. Retaliation against anyone who has reported an ethics, accounting, or auditing concern is strictly prohibited and will be grounds for appropriate and immediate disciplinary action, including dismissal. For further information, please refer to Employee Complaint Procedures for the Ethics Hotline and Accounting and Auditing Matters posted on the Company’s bulletin boards.'



A17(a):

Is the company’s anti-corruption policy easily understandable and clear to Board members, employees and third parties?

Score:

2

Comments:

Based on public information, there is evidence that the company’s anti-corruption policy is easily understandable and clear to Board members, employees and third parties.

References:

Public: Company Website:




Language Translations for Statement of Business Ethics:


Statement of Business Ethics-French (PDF)

Statement of Business Ethics-German (PDF)

Statement of Business Ethics-Italian (PDF)

Statement of Business Ethics-Spanish (PDF)

Statement of Business Ethics-Korean (PDF)

Statement of Business Ethics-Japanese (PDF)

Statement of Business Ethics-Simplified Chinese (PDF)



We recognize that our Company is an organization with obligations to a number of different constituencies. Moog’s stakeholders include employees, customers, shareholders, suppliers, and the communities in which we operate, both within the U.S. and around the world. We make the following commitments to each of our stakeholders: To our employees: We are committed to providing equal employment opportunity in a safe working environment with fair pay and benefits and an opportunity for self-improvement and advancement. We are committed to creating an atmosphere that encourages employees to treat one another fairly and with dignity and respect. We are committed to maintaining the highest standards in all aspects of our relationships with our employees. To our customers: We will provide quality products at fair prices, backed by sincere service support. To our shareholders: We will work to produce a fair return on shareholder investment and continued enhancement of shareholder value. To our suppliers: We are committed to maintaining open and fair business dealings, and to selecting sources of supply on the basis of quality, price, services offered, and ethical policies that match our own high standards. To our U.S. and overseas communities: We recognize our responsibility to maintain a clean and healthy physical environment. We strive to establish appropriate relationships with our neighboring communities, schools, local governments, and the families of employees. Our expectation is that every Moog employee and representative will consistently engage in ethical business conduct even if in a given situation it means losing an apparent business opportunity or a reduction in profits. In summary, we recognize our responsibility to act as good corporate citizens.

http://www.moog.com/literature/Corporate/Investors/SEC/Ethics_Policy_by_Language_2014/French_Ethics_Book_MWW_2_2014.pdf

http://www.moog.com/literature/Corporate/Investors/SEC/Ethics_Policy_by_Language_2014/German_Ethics_Book_MWW_2_2014.pdf

http://www.moog.com/literature/Corporate/Investors/SEC/Ethics_Policy_by_Language_2014/Italian_Ethics_Book_MWW_2_2014.pdf

http://www.moog.com/literature/Corporate/Investors/SEC/Ethics_Policy_by_Language_2014/Spanish_Ethics_Book_MWW_2_2014.pdf

http://www.moog.com/literature/Corporate/Investors/SEC/Ethics_Policy_by_Language_2014/Korean_Ethics_Book_MWW_2_2014.pdf

http://www.moog.com/literature/Corporate/Investors/SEC/Ethics_Policy_by_Language_2014/Japanese_Ethics_Book_MWW_2_2014.pdf

http://www.moog.com/literature/Corporate/Investors/SEC/Ethics_Policy_by_Language_2014/Simplified_Chinese_Ethics_Book_MWW_2_2014.pdf


Worldwide Application


Many of the Company’s ethical principles apply to all of our operations around the world. We also recognize that several of our facilities are located in countries that have requirements that are not covered in this Statement. The management on site at these facilities will be cognizant of local requirements and should be consulted by Moog employees to ensure adherence to all applicable laws, rules, and regulations. Corporate Governance Guidelines

Moog has adopted Corporate Governance Guidelines that describe how the Board of Directors will exercise business judgment to act in the best interests of Moog. The Board will oversee management performance on behalf of the shareholders and ensure that the long-term interests of the shareholders are being served. The Board will also perform the duties and responsibilities assigned by the laws of New York State. The Guidelines may be reviewed in full on the Moog website at www.moog.com. Financial Integrity

The integrity of our business must be reflected in our financial practices. We subscribe to the principles of completeness, timeliness, accuracy, and honesty in our financial operations. Each employee contributes to the integrity of our financial reports, beginning with accurate time reporting and ending with the public disclosure of the Company’s financial results. We have adopted processes, policies, and procedures to ensure that all employees share the responsibility for the integrity of Moog’s financial information. We will comply with the Sarbanes-Oxley Act and all applicable rules adopted by the Securities and Exchange Commission and the New York Stock Exchange. Conflicts of Interest


We also recognize the potential for apparent conflicts of interest that may be difficult to evaluate and resolve. Under such circumstances, the matter should be brought to the attention of management so that we can resolve any questionable issues quickly and


openly. Responsible Use of Company Assets

The Company expects all employees to ensure the proper use of Company and customer property, electronic communication systems, information resources, materials, facilities, and equipment. Employees must use and maintain these assets with the utmost care and guard against waste and abuse. Employees should not remove assets from Company property without management permission. Insider Trading

Directors, officers, and employees of Moog may not trade any of Moog securities while in the possession of material inside information about Moog. Material inside information is non-public information, which would reasonably be expected to affect the price of the securities or would be important to an investor in deciding whether to buy, sell, or hold the security. Using non-public information for personal financial benefit is both unethical and illegal. The Company has published a Policy on Insider Trading that addresses this subject in depth. It includes guidance on blackout dates, benefit plans, special events, and transactions involving household members, among other subjects. Anyone who has questions regarding the legality of a personal transaction is encouraged to contact the Controller in advance of acting. Protection of Company Private Information

Many employees have access to Company private information and are trusted to safeguard that information, limiting its disclosure and use, except as may be specifically authorized by Moog. Typically, disclosure should be limited to those individuals that have a business need to know the information. Company private information includes pricing rates, marketing plans, proposal data, acquisition plans, or information related to how Moog conducts business or produces hardware. This protection of Company private information extends to employee use of business and social networking web sites. Sensitivity in the use of networking sites and tools is particularly warranted, in view of the potential speed and breadth of information sharing and redistribution that can occur.

Moog drawings and data marked Proprietary, Restricted, Confidential, or Trade Secret fall into this category. Handling, marking, and disclosure of such data, or similar data provided to Moog by customers, vendors, or teammates requires strict adherence to Moog Policy and Procedures. Moog requires new employees to sign a Confidentiality Agreement that defines these duties in a simple, straightforward manner. In addition, all employees have executed Patent Agreements as part of the hiring process. Employees who develop inventions that may be worthy of patenting must disclose them to the Company for a determination of whether they should be patented for the Company’s benefit. Procurement Integrity

Moog employees will not accept or provide “kickbacks” including any money, fees, commissions, credit, gift, gratuity, or compensation of any kind, for the purpose of


improperly obtaining or rewarding favorable treatment in either the selling or procurement activities of the Company. Examples of favorable treatment include the improper advance notice of a request for bids or the submission of bids after a closing date. Procurement integrity applies to employees and affiliates who participate personally in the procurement process. We are required to ensure that all those who participate on Moog’s behalf are not compromised by giving or receiving anything of value or by previous employment or affiliation. Moog’s stance in this regard is consistent with U.S. Federal Acquisition Regulations. Moog employees should not accept or extend either entertainment or gifts that could materially impair the receiving party’s objectivity in conducting Company business. Public disclosure of any transaction should never be compromising to the Company, the employee involved, or the recipient of any gift or offer. Furthermore, no business courtesies may be extended to employees of the U.S. Departments of Defense or Energy, NASA, or to any other U.S. Government employee who is subject to Standard of Conduct regulations that would be violated. Unlawful Payments, Gifts, and Entertainment Affecting Moog’s Global Operations



2) The U.K. Bribery Act (“UKBA”) The UKBA applies to any company incorporated in England, Scotland, Wales and Northern Ireland and its employees and representatives. The UKBA applies to all Moog employees and representatives from every Moog facility around the world whenever we are working


with customers or vendors located in these U.K. countries. The UKBA also applies whenever any Moog employee or representative from any facility around the world is working with customers or vendors that are incorporated in these U.K. countries, regardless of where in the world we are conducting business. All persons defined as citizens, subjects or protected persons of these countries are subject to the UKBA wherever they do business in the world.


3) Similar Laws in Other Countries Many other countries, including Germany, Italy, Japan and China, have similar laws to the FCPA and UKBA. Moog employees who are located outside the U.S. and U.K. or who regularly do business in other countries should discuss these laws with in-country Moog Management. Anti-Trust Regulation

Moog expects all officers, employees, and representatives to comply with all applicable U.S. and foreign anti-trust laws. Violations can result in heavy penalties to the individuals involved, as well as to the Company. Generally, agreements or understandings that limit or restrict competition may be unlawful. These could be agreements affecting prices, terms or conditions of sale, production, distribution, territories, or customers. Therefore, contracts, agreements, or understandings with suppliers and customers involving exclusive dealing, or other restrictive agreements should only be consummated after the approval of a Company officer. Endorsements: Commercial and Political

If an employee engages in any promotional activity that might be interpreted as endorsing a commercial organization, private venture, product, or political group, it must be done on the employee’s own time as a private citizen, not as a representative of Moog. The employee should avoid even the appearance of participating as a representative of Moog. Employees who author articles or publications and plan to be identified as a Moog employee must first get approval from the Chief Financial Officer.


Behavioral Integrity


Promoting equal opportunity Respecting diversity Protecting confidentiality of company records containing personal information Maintaining a drug-free workplace Maintaining a workplace free of sexual harassment or other forms of intimidation

Implementation of Our Policy

Our commitment to ethical business conduct requires the cooperation of every employee and representative of the Company. We must hold ourselves to the highest standards with the realization that the Company’s best interests are our own best interests. We must avoid any violation of these standards or any appearance of a violation. Our business is governed by complex and frequently changing laws, rules, and regulations. The proper application of these laws, rules, and regulations can create, in certain circumstances, uncertainty and confusion. To help us handle questionable situations, we have established the following procedures: a) Managers: Moog has a strong commitment to an open-door policy. This means that employees are encouraged to take advantage of the availability of any manager, supervisor, or Human Resources Representative for consultation on ethical issues as they arise. All managers will maintain open communication with employees regarding questions of ethics. b) Confidential Ethics Hotline: In cases where employees suspect a violation of Moog’s Ethics Policy that has not been adequately addressed by managers, supervisors, or Human Resource Representatives, they are encouraged to call a confidential hotline number. Ethics Hotline posters indicating this number and describing its intended use are displayed on bulletin boards throughout Company facilities. Internal Company Counsel has been designated as Moog’s Ethics Advocate for these situations. c) Employee Complaint Procedures for Accounting and Auditing Matters: In any case wherein an employee believes that the Company’s financial statements are materially misstated as a result of intentional acts or material weaknesses in the systems of internal control, and such suspicions have not been satisfactorily addressed by


management, he or she is advised to contact directly the Corporate Secretary of the Company. A separate hotline number for such cases is listed on the Ethics Hotline poster on Company bulletin boards.




A18:

Does the anti-corruption policy explicitly apply to all employees and

members of the Board?

Score:

1

Comments:

Based on public information, there is evidence that the company has an anti-corruption policy which applies to all employees. However, it is unclear whether this applies to members of the Board as well. The company therefore scores 1.

References:

Public: Company Website: 'Moog Statement of Business Ethics






We recognize that our Company is an organization with obligations to a number of different constituencies. Moog’s stakeholders include employees, customers, shareholders, suppliers, and the communities in which we operate, both within the U.S. and around the world. We make the following commitments to each of our stakeholders: To our employees: We are committed to providing equal employment opportunity in a safe working environment with fair pay and benefits and an opportunity for self-improvement and advancement. We are committed to creating an atmosphere that encourages employees to treat one another fairly and with dignity and respect. We are committed to maintaining the highest standards in all aspects of our relationships with our employees. To our customers: We will provide quality products at fair prices, backed by sincere service support. To our shareholders: We will work to produce a fair return on shareholder investment and continued enhancement of shareholder value. To our suppliers: We are committed to maintaining open and fair business dealings, and to selecting sources of supply on the basis of quality, price, services offered, and ethical policies that match our own high standards. To our U.S. and overseas communities: We recognize our responsibility to maintain a clean and healthy physical environment. We strive to establish appropriate relationships with our neighboring communities, schools, local governments, and the families of employees. Our expectation is that every Moog employee and representative will consistently engage in ethical business conduct even if in a given situation it means losing an apparent business opportunity or a reduction in profits. In summary, we recognize our responsibility to act as good corporate citizens.’


'Code of Ethics for the Chief Executive Officer/President and Senior Financial Officers Moog Inc. has a Code of Business Conduct and Ethics applicable to all employees of Moog. The CEO/President, CFO and the Controller are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with the law. In addition to the Code of Business Conduct and Ethics, the CEO/President, CFO and Controller are subject to the following additional specific policies:

1. They must act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships. Any matters involving conflicts of interest should


be reviewed on a timely basis with the Audit Committee and necessary corrective action taken immediately. 2. They must act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated. 3. They must provide full, fair, accurate, timely and understandable disclosure in reports and documents that Moog files with or submits to the SEC and in other public communications made by Moog. 4. They must comply with applicable rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies. 5. They must respect the confidentiality of information acquired in the course of my work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of their work may not be used for personal advantage. 6. They must not use or share “inside information” to trade securities for personal benefit or for the benefit of others. All material non-public information about Moog should be considered confidential information.

In the event that any one of these individuals has reason to believe that any of them may have violated this code of conduct, it is their obligation to take such matter to the Chairman of the Audit Committee of the Board of Directors. It is then the responsibility of the Audit Committee Chairman to fully investigate and deal with the ultimate disposition of such confidential matter, keeping the rest of the Audit Committee informed. If it is determined that such individual materially breached their responsibilities under this Code of Ethics, then dismissal from their present positions or complete termination of employment may be appropriate.'



A20:

Does the company have a policy on potential conflicts of interest, and does it apply to both employees and board members?

Score:

1

Comments:

Based on public information, there is evidence that the company has a policy on potential conflicts of interest, which applies to both employees and Board members. However, conflicts of interest are not clearly defined and limited examples are provided. The company therefore scores 1.

References:

Public: Company Website:

'Conflicts of Interest


We also recognize the potential for apparent conflicts of interest that may be difficult to evaluate and resolve. Under such circumstances, the matter should be brought to the attention of management so that we can resolve any questionable issues quickly and openly.'



A21:

Does the company have a policy for the giving and receipt of gifts to ensure that such transactions are bona fide and not a subterfuge for bribery?

Score:

1

Comments:

Based on public information, there is evidence that the company has a policy for the giving and receipt of gifts, to ensure that such transactions are bona fide and not a subterfuge for bribery. However, it is not clear that the company sets upper limits for gift exchange or requires senior authorisation. The company therefore scores 1.

References:

Public: Company Website: 'Procurement Integrity







The UKBA makes it unlawful to: a) offer or make any payment or other advantage, ask for or receive any payment or other advantage, to or from any Government Official or any other person for the purposes of inducing a person to perform improperly one of their functions in their position of trust and responsibility, or as a reward for improper performance. “Other advantage” can include expensive gifts or expensive entertainment. If the UKBA applies to a company or to an individual, they must comply with the UKBA regardless of where they do business in the world. b) fail to have adequate measures in place for the Company to prevent or detect bribery being undertaken on its behalf by employees or outside representatives or failing to enforce those measures.


Moog and all of our employees and representatives around the world must comply with the UKBA whenever it applies to the business we are conducting.




A22:

Does the company’s anti-corruption policy include a statement on the giving and receipt of hospitality that ensures that such transactions are bona fide and not a subterfuge for bribery?

Score:

1

Comments:

Based on public information, there is evidence of a statement on the giving and receipt of hospitality, that ensures that such transactions are bona fide and not a subterfuge for bribery. However, it is not clear that the company sets upper limits for hospitality exchange or requires senior authorisation. The company therefore scores 1.

References:

Public: Company Website: 'Procurement Integrity

Moog employees will not accept or provide “kickbacks” including any money, fees, commissions, credit, gift, gratuity, or compensation of any kind, for the purpose of improperly obtaining or rewarding favorable treatment in either the selling or procurement activities of the Company. Examples of favorable treatment include the improper advance notice of a request for bids or the submission of bids after a closing date. Procurement integrity applies to employees and affiliates who participate personally in the procurement process. We are required to ensure that all those who participate on Moog’s behalf are not compromised by giving or receiving anything of value or by previous employment or affiliation. Moog’s stance in this regard is consistent with U.S. Federal Acquisition Regulations. Moog employees should not accept or extend either entertainment or gifts that could materially impair the receiving party’s objectivity in conducting Company business. Public disclosure of any transaction should never be compromising to the Company, the employee involved, or the recipient of any gift or offer. Furthermore, no business courtesies may be extended to employees of the U.S. Departments of Defense or Energy, NASA, or to any other U.S. Government employee who is subject to Standard of Conduct regulations that


would be violated.





The UKBA makes it unlawful to: a) offer or make any payment or other advantage, ask for or receive any payment or other advantage, to or from any Government Official or any other person for the purposes of inducing a person to perform improperly one of their functions in their position of trust and responsibility, or as a reward for improper performance. “Other advantage” can include expensive gifts or expensive entertainment. If the UKBA applies to a company or to an individual, they must comply with the UKBA regardless of where they do business in the world.


b) fail to have adequate measures in place for the Company to prevent or detect bribery being undertaken on its behalf by employees or outside representatives or failing to enforce those measures. Moog and all of our employees and representatives around the world must comply with the UKBA whenever it applies to the business we are conducting.




A23:

Does the company have a policy that explicitly prohibits facilitation payments?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a policy that explicitly prohibits facilitation payments.

References:

Public:

NA


A24:

Does the company prohibit political contributions, or regulate such contributions in order to prevent undue influence or other corrupt intent? Does the company record and publicly disclose all political contributions?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company prohibits political contributions, or regulates such contributions in order to prevent undue influence or other corrupt intent. TI notes that employees are prohibited from promoting political parties as a representative of the company, but there is no evidence that the company addresses the issue of company political contributions.

References:

Public:

TI notes:

Company Website: 'Endorsements: Commercial and Political

If an employee engages in any promotional activity that might be interpreted as endorsing a commercial organization, private venture, product, or political group, it must be done on the employee’s own time as a private citizen, not as a representative of Moog. The employee should avoid even the appearance of participating as a representative of Moog. Employees who author articles or publications and plan to be identified as a Moog employee must first get approval from the Chief Financial Officer.'



A25:

Does the company have a clear policy on engagement in lobbying activities, in order to prevent undue influence or other corrupt intent, and discloses the issues on which the company lobbies?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a clear policy on engagement in lobbying activities, in order to prevent undue influence or other corrupt intent, or discloses the issues on which the company lobbies.

References:

Public:

NA


A25(a):

Does the company prohibit charitable contributions, or regulate such contributions in order to prevent undue influence or other corrupt intent?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company prohibits charitable contributions, or regulates such contributions in order to prevent undue influence or other corrupt intent.

References:

Public:

NA


A26:

Does the company provide written guidance to help Board members and

employees understand and implement the firm’s ethics and anti-corruption

agenda?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company provides written guidance to help Board members and employees understand and implement the firm’s ethics and anti-corruption agenda.

References:

Public:

NA


A27:

Does the company have a training programme that explicitly covers anti-corruption?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a training programme that explicitly covers anti-corruption.

References:

Public:

NA


A28:

Is anti-corruption training provided in all countries where the company operates or has company sites?

Score:

0

Comments:

Based on public information, there is no readily available evidence that anti-corruption training is provided in all countries where the company operates or has company sites.

References:

Public:

NA


A29:

Does the company provide targeted anti-corruption training to members of the Board?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company provides targeted anti-corruption training to members of the Board.

References:

Public:

NA


A30:

Does the company provide tailored ethics and anti-corruption training for employees in sensitive positions?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company provides tailored ethics and anti-corruption training for employees in sensitive positions.

References:

Public:

NA


A31:

Does the company have a clear and formal process by which employees declare conflicts of interest?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a clear and formal process by which employees declare conflicts of interest. TI notes that the company instructs employees to bring any potential conflicts of interest to the attention of management. However, evidence does not suggest that this is done in writing.

References:

Public:

TI notes:

Company Website:

'Conflicts of Interest


We also recognize the potential for apparent conflicts of interest that may be difficult to evaluate and resolve. Under such circumstances, the matter should be brought to the attention of management so that we can resolve any questionable issues quickly and openly.'



A32:

Is the company explicit in its commitment to apply disciplinary procedures to employees, Directors and Board members found to have engaged in corrupt activities?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company is explicit in its commitment to apply disciplinary procedures to employees, Directors and Board members found to have engaged in corrupt activities.

References:

Public:

NA


A33:

Does the company have multiple, well-publicised channels that are easily accessible and secure, to guarantee confidentiality or anonymity where requested by the employee (e.g. web, phone, in person), to report concerns or instances of suspected corrupt activity?

Score:

1

Comments:

Based on public information, there is evidence that the company has multiple, well-publicised channels that are easily accessible and secure, to guarantee confidentiality or anonymity where requested by the employee, to report concerns or instances of suspected corrupt activity. In particular, the company has a confidential Ethics Hotline. However, there is no evidence that the company provides employees with access to an external or independent reporting channel. The company therefore scores 1.

References:

Public:

Company Website: 'Implementation of Our Policy

Our commitment to ethical business conduct requires the cooperation of every employee and representative of the Company. We must hold ourselves to the highest standards with the realization that the Company’s best interests are our own best interests. We must avoid any violation of these standards or any appearance of a violation. Our business is governed by complex and frequently changing laws, rules, and regulations. The proper application of these laws, rules, and regulations can create, in certain circumstances, uncertainty and confusion. To help us handle questionable situations, we have established the following procedures: a) Managers: Moog has a strong commitment to an open-door policy. This means that employees are encouraged to take advantage of the availability of any manager, supervisor, or Human Resources Representative for consultation on ethical issues as they arise. All managers will maintain open communication with employees regarding questions of ethics.


b) Confidential Ethics Hotline: In cases where employees suspect a violation of Moog’s Ethics Policy that has not been adequately addressed by managers, supervisors, or Human Resource Representatives, they are encouraged to call a confidential hotline number. Ethics Hotline posters indicating this number and describing its intended use are displayed on bulletin boards throughout Company facilities. Internal Company Counsel has been designated as Moog’s Ethics Advocate for these situations. c) Employee Complaint Procedures for Accounting and Auditing Matters: In any case wherein an employee believes that the Company’s financial statements are materially misstated as a result of intentional acts or material weaknesses in the systems of internal control, and such suspicions have not been satisfactorily addressed by management, he or she is advised to contact directly the Corporate Secretary of the Company. A separate hotline number for such cases is listed on the Ethics Hotline poster on Company bulletin boards.




A33(a):

Are the whistleblowing channels available to all employees in all geographies?

Score:

2

Comments:

Based on public information, there is evidence that across geographies, all employees have access to more than one whistleblowing channel.

References:

Public:


Our commitment to ethical business conduct requires the cooperation of every employee and representative of the Company. We must hold ourselves to the highest standards with the realization that the Company’s best interests are our own best interests. We must avoid any violation of these standards or any appearance of a violation. Our business is governed by complex and frequently changing laws, rules, and regulations. The proper application of these laws, rules, and regulations can create, in certain circumstances, uncertainty and confusion. To help us handle questionable situations, we have established the following procedures: a) Managers: Moog has a strong commitment to an open-door policy. This means that employees are encouraged to take advantage of the availability of any manager, supervisor, or Human Resources Representative for consultation on ethical issues as they arise. All managers will maintain open communication with employees regarding questions of ethics. b) Confidential Ethics Hotline: In cases where employees suspect a violation of Moog’s Ethics Policy that has not been adequately addressed by managers, supervisors, or Human Resource Representatives, they are encouraged to call a confidential hotline number. Ethics Hotline posters indicating this number and describing its intended use are displayed on bulletin boards throughout Company facilities. Internal Company Counsel has been designated as Moog’s Ethics


Advocate for these situations. c) Employee Complaint Procedures for Accounting and Auditing Matters: In any case wherein an employee believes that the Company’s financial statements are materially misstated as a result of intentional acts or material weaknesses in the systems of internal control, and such suspicions have not been satisfactorily addressed by management, he or she is advised to contact directly the Corporate Secretary of the Company. A separate hotline number for such cases is listed on the Ethics Hotline poster on Company bulletin boards.




A33(b):

Does the company have formal and comprehensive mechanisms to assure itself that whistleblowing by employees is not deterred, and that whistleblowers are treated supportively?

Score:

1

Comments:

Based on public information, there is evidence that the company has mechanisms to insure that whistleblowers are treated supportively. However, there is no evidence that mechanisms are in place to ensure whistleblowing by employees is not deterred, such as by the detailed analysis of whistleblowing data or the implementation of independent employee surveys. The company therefore scores 1.

References:

Public:


Our commitment to ethical business conduct requires the cooperation of every employee and representative of the Company. We must hold ourselves to the highest standards with the realization that the Company’s best interests are our own best interests. We must avoid any violation of these standards or any appearance of a violation. Our business is governed by complex and frequently changing laws, rules, and regulations. The proper application of these laws, rules, and regulations can create, in certain circumstances, uncertainty and confusion. To help us handle questionable situations, we have established the following procedures: a) Managers: Moog has a strong commitment to an open-door policy. This means that employees are encouraged to take advantage of the availability of any manager, supervisor, or Human Resources Representative for consultation on ethical issues as they arise. All managers will maintain open communication with employees regarding questions of ethics. b) Confidential Ethics Hotline: In cases where employees suspect a violation of Moog’s Ethics Policy that has not been


adequately addressed by managers, supervisors, or Human Resource Representatives, they are encouraged to call a confidential hotline number. Ethics Hotline posters indicating this number and describing its intended use are displayed on bulletin boards throughout Company facilities. Internal Company Counsel has been designated as Moog’s Ethics Advocate for these situations. c) Employee Complaint Procedures for Accounting and Auditing Matters: In any case wherein an employee believes that the Company’s financial statements are materially misstated as a result of intentional acts or material weaknesses in the systems of internal control, and such suspicions have not been satisfactorily addressed by management, he or she is advised to contact directly the Corporate Secretary of the Company. A separate hotline number for such cases is listed on the Ethics Hotline poster on Company bulletin boards.




A34:

Does the company have well-publicised resources available to all employees where help and advice can be sought on corruption-related issues?

Score:

1

Comments:

Based on public information, there is some evidence that the company has well-publicised resources available to all employees where help and advice can be sought on corruption-related issues. Specifically, employees are directed to speak to their managers, supervisors or the HR department. However, there is no evidence that these individuals have been trained for this additional role. The company therefore scores 1.

References:

Public:


Our commitment to ethical business conduct requires the cooperation of every employee and representative of the Company. We must hold ourselves to the highest standards with the realization that the Company’s best interests are our own best interests. We must avoid any violation of these standards or any appearance of a violation. Our business is governed by complex and frequently changing laws, rules, and regulations. The proper application of these laws, rules, and regulations can create, in certain circumstances, uncertainty and confusion. To help us handle questionable situations, we have established the following procedures: a) Managers: Moog has a strong commitment to an open-door policy. This means that employees are encouraged to take advantage of the availability of any manager, supervisor, or Human Resources Representative for consultation on ethical issues as they arise. All managers will maintain open communication with employees regarding questions of ethics. b) Confidential Ethics Hotline: In cases where employees suspect a violation of Moog’s Ethics Policy that has not been adequately addressed by managers, supervisors, or Human Resource Representatives, they


are encouraged to call a confidential hotline number. Ethics Hotline posters indicating this number and describing its intended use are displayed on bulletin boards throughout Company facilities. Internal Company Counsel has been designated as Moog’s Ethics Advocate for these situations. c) Employee Complaint Procedures for Accounting and Auditing Matters: In any case wherein an employee believes that the Company’s financial statements are materially misstated as a result of intentional acts or material weaknesses in the systems of internal control, and such suspicions have not been satisfactorily addressed by management, he or she is advised to contact directly the Corporate Secretary of the Company. A separate hotline number for such cases is listed on the Ethics Hotline poster on Company bulletin boards.




A35:

Is there a commitment to non-retaliation for bona fide reporting of corruption?

Score:

2

Comments:

Based on public information, there is evidence that there is a commitment to non-retaliation for bona fide reporting of corruption. It is also clear that those violating this commitment will be subject to disciplinary proceedings.

References:

Public:

Company Website: 'To the fullest extent feasible within legal mandates, the source of all communications reporting irregularities in business ethics, accounting, or auditing to the Company’s Ethics Advocate or Corporate Secretary will be held in strictest confidence with an assurance that the matter will receive an appropriate investigation. Retaliation against anyone who has reported an ethics, accounting, or auditing concern is strictly prohibited and will be grounds for appropriate and immediate disciplinary action, including dismissal. For further information, please refer to Employee Complaint Procedures for the Ethics Hotline and Accounting and Auditing Matters posted on the Company’s bulletin boards.'



Information Sources:

Company Website:

http://www.moog.com/

Supplier Terms & Conditions:

http://www.moog.com/literature/Corporate/Suppliers/Supply_Chain_Stard_Terms_Conditions_of_Purchase.pdf

Form 10-K:


http://www.moog.com/





Documents

FINAL ASSESSMENT MOOG INC.companies.defenceindex.org/pdf/moog.pdf · MOOG INC 23/10/14 HTTP:// …Behavioral Integrity Moog has adopted a number of other policies that establish our