Universal Trading & Investment Co., Inc. (“UTICo”) is committed to conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations. In furtherance of this commitment, the Board of Directors (the “Board”) promotes ethical behavior, and has adopted this Code of Business Conduct and Ethics for Directors (“Code”).
Pursuant to UTICo’s Bylaws, the Board is comprised, at any given time, of no less than 6 (six) and no more than 12 (twelve) directors. The election of directors occurs every three years or otherwise, in compliance with the Bylaws.

Every Director is expected to: (i) represent the interests of the shareholders of UTICo; (ii) exhibit high standards of integrity, commitment and independence of thought and judgment; (iii) dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties; and (iv) comply with every provision of this Code.

Conflicts of Interest

Directors should avoid conflicts of interest. A conflict of interest occurs when an individual’s private interest interferes in any way with the interests of UTICo or any of its affiliated companies (collectively, the “UTICo”). A conflict of interest may also arise when a Director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position in UTICo. Directors should also be mindful of, and seek to avoid, conduct which could reasonably be construed as creating an appearance of a conflict of interest.

While the Code does not attempt to describe all possible conflicts of interest that could develop, the following are examples of conflicts of interest:
(i) receiving loans or guarantees of obligations as a result of one’s position as a Director; (ii) engaging in conduct or activity that improperly interferes with UTICo’s existing or prospective business relations with a third party; (iii) accepting bribes, kickbacks or any other improper payments for services relating to the conduct of the business of UTICo; and (iv) accepting, or having a member of a Director’s immediate family accept, a gift from persons or entities that deal with UTICo, in cases where the gift is being made in order to influence the Directors’ actions as a member of the Board, or where acceptance of the gift could otherwise reasonably create the appearance of a conflict of interest.

Any question about a Director’s actual or potential conflict of interest with UTICo should be brought promptly to the attention of the Chairman of the Board, who will review the question and determine an appropriate course of action, including whether consideration or action by the full board is necessary. Directors involved in any conflict or potential conflict situations shall recuse themselves from any decision relating thereto.

Business Relationships with Directors.

For the purpose of minimizing the risk of conflicts of interest, the Board shall adopt a policy providing for the review of transactions with UTICo or any of its affiliates in which any Director (including and member of a Director’s immediate family) has a direct or indirect material interest.

Use of Corporate Information, Opportunities and Assets.

Directors may not compete with UTICo, or use opportunities that are discovered through the use of UTICo property, UTICo information or position, for their personal benefit or the benefit of persons or entities outside UTICo. No Director may improperly use or waste any UTICo asset.


Pursuant to their fiduciary duties of loyalty and care, Directors are required to protect and hold confidential all non-public information obtained due to their directorship position absent the express or implied permission of the Board of
Directors to disclose such information.

Accordingly, (i) no Director shall use Confidential Information for his or her own personal benefit or to benefit persons or entities outside UTICo; and
(ii) no Director shall disclose Confidential Information outside UTICo, either during or after his or her service as a Director of UTICo, except with authorization of the Board of Directors or as may be otherwise required by law.

“Confidential Information” is all non-public information entrusted to or obtained by a Director by reason of his or her position as a Director of UTICo. It includes, but is not limited to, non-public information that might be of use to competitors or harmful to UTICo or its customers if disclosed, such as:

non-public information about UTICo’s financial condition, prospects or plans, its marketing and sales programs and research and development information, as well as information relating to mergers and acquisitions, stock splits and divestitures;
non-public information concerning possible transactions with other companies or information about UTICo’s clients, suppliers or joint venture partners, which UTICo is under an obligation to maintain as confidential; and non-public information about discussions and deliberations relating to business issues and decisions, between and among officers and Directors.

Examples of such information include: (a) Financial data (e.g., operating results, capital plans and expenditures, budgets, relationships with clients and counterparts, etc.); (b) Development plans and strategies; (c) Business plans and strategies; (d) Marketing plans, strategies, analyses and research; (e) Advertising plans, strategies, analyses and research; and organization charts.

Information of this type is proprietary to UTICo and critical to its success. These examples are not intended as an exhaustive cataloging of confidential information nor as a substitute for the exercise of good judgment by directors concerning confidential information.

Compliance with All Laws, Rules and Regulations.

UTICo requires strict compliance by all its Directors with applicable laws, rules and regulations. These include federal and other se International Business
We are engaged in international business, and many countries have laws that are different from those of the United States. Those of us dealing with projects in other countries have a duty to become fully informed of and comply with all applicable laws and regulations affecting the work in that country.

If the directors conduct business in international settings, they should make sure that they are informed about and fully aware of the U.S. Foreign Corrupt Practices Act (“FCPA”).

The FCPA prohibits the giving of anything of value to officials of foreign governments in order to obtain or retain business and has record keeping requirements to which we may be bound. The FCPA applies to UTICo as well as any party with whom we have a contract. Compliance with the FCPA requires diligence. All contracts the Company has with subcontractors, vendors, etc., relating to projects in foreign countries shall have a provision requiring compliance with the FCPA.

Fair Dealing.

Directors should deal fairly with UTICo’s clients, counterparts and competitors. No Director may take unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.