Torotel Code Of Business
engineering and manufacturing For Highly reliable magnetic components and assemblies

CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS, EXECUTIVE OFFICERS, SIGNIFICANT EMPLOYEES

Torotel, Inc. (the “Company”) has adopted this Code of Business Conduct and Ethics (the “Code”) as a set of guidelines for Company directors, executive officers, and significant employees (defined as managers and supervisors), collectively hereinafter referred to as “Key Representatives”, intended to promote ethical behavior and to provide guidance to help Key Representatives recognize and deal with ethical issues. Each Key Representative must comply with the letter and spirit of this Code.

The business of the Company is managed under the direction of the Key Representatives. The basic responsibility of the Key Representatives is to exercise their business judgment in carrying out their responsibilities in a manner that they reasonably believe to be in the best interest of the Company and its stockholders.

No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles. Key Representatives are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chairman of the Board, Chairman of the Audit Committee, Chief Executive Officer or Chief Financial Officer who may consult with legal counsel as appropriate.

  1. Conflicts of Interest. Key Representatives must avoid actual or apparent conflicts of interest with the Company in personal and professional relationships. Generally speaking, a conflict of interest occurs when a Key Representative’s or a Key Representative’s immediate family’s personal interest interferes, has the potential to interfere, or appears to interfere materially with: (a) the interests or business of the Company; or (b) the ability of the Key Representative to carry out his or her duties and responsibilities. A Key Representative should disclose to other Key Representatives any transaction or relationship that the Key Representative reasonably expects could give rise to an actual or apparent conflict of interest with the Company.

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