Code of Conduct

Code of Business Conduct and Ethics of Cooper-Standard Holdings Inc. and
Cooper-Standard Automotive Inc.

Introduction

Cooper-Standard Automotive strives to be a leader in every aspect of its business.  The Company’s commitment to excellence includes a commitment to a high standard of ethics in our business dealings.  The Company has adopted this Code of Business Conduct and Ethics to provide guidance in recognizing and dealing with ethical issues and helping the Company maintain a culture of integrity and accountability.  The Code applies to all levels of the Company at all of its locations.  References in the Code to “employees” and “individuals” includes directors, officers and all employees worldwide, including part-time, temporary and contract personnel.

The standards and procedures set forth in the Code are designed to deter wrongdoing and promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in the reports and documents that the Company submits to governmental agencies and in other public communications; (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of violations of the Code; and (v) accountability for adherence to the Code.

Compliance with Laws

The business of the Company is to be conducted by all employees strictly in accordance with applicable laws, rules and regulations.  This Code refers specifically in places to certain laws, but employees are expected to observe all laws governing their conduct and to contact the Legal Department or their local Human Resources Department if there is any question concerning whether any conduct involving the Company is lawful.

Business Conduct and Practices

FINANCIAL AND BUSINESS RECORDS

Employees involved in the prepara­tion of the Company’s financial statements must prepare those state­ments in accordance with applicable accounting principles and standards so that the financial statements material­ly, fairly and completely reflect the business transactions and financial condition of the Company.  Company poli­cy prohibits any employee from know­ingly making or causing others to make a misleading, incomplete or false statement in connec­tion with an audit or any filing with any governmental or regulatory entity (such as the Securities and Exchange Com­mission).

Company policy also prohibits any employee from falsifying or causing others to falsify any company record or documentation.  In addition, an em­ployee must not omit or cause others to omit any material information that is necessary to prevent a statement made in connection with any audit, filing or examination of the Company's financial statements from being misleading. Employees are prohibited from main­taining any undisclosed or unrecorded corporate account, fund or asset or any arrangement, including off-balance-sheet items or arrangements, with a misleading purpose.

Destruction or falsification of any document that is potentially relevant to a violation of law or a government investigation may lead to prosecution for obstruction of justice. Therefore, if an employee has reason to believe that a violation of the law has been committed or that a government criminal or regulatory investigation is about to be commenced, he or she must retain all records (including computer records) that are or could be relevant to an investigation of the matter, whether conducted by the Company or by a governmental authority.  Questions with regard to destruction or retention of documents in this context should be directed to the Company’s Legal Department.

All Company books, invoices, records, accounts, funds and assets must be created and maintained to reflect fairly and accurately and in reasonable detail the underlying transactions and disposition of Company business.  No entries may be made that intentionally conceal or disguise the true nature of any Company transaction.

COMPANY PROPERTY

All employees should protect the Company’s assets and ensure their efficient use.  Employees are not permitted to take, borrow or knowingly misappropriate the assets of the Company, including any proprietary or confidential information of the Company, for the employee's own use, the use of another or for an improper or illegal purpose.  Employees are not permitted to remove, destroy or dispose of anything of value belonging to the Company without the Company's consent.

FRAUDS AND THEFTS

Company policy prohibits fraudulent activity and establishes procedures to be followed to ensure that incidents of fraud and theft relating to the Company are promptly investigated, reported and, where appropriate, prosecuted.  Fraudulent activity can include actions committed by an employee that wrongfully injure suppliers and customers, as well as those that injure the Company.

Employees who suspect that fraudulent activity or theft involving the Company may have occurred must immediately report such concern in accordance with this policy, as provided in the section entitled Reporting Violations; Confidentiality. No employee or agent may sign a criminal complaint on behalf of the Company without prior written approval of the Legal Department.

CONFIDENTIAL INFORMATION

It is the responsibility of all employees to protect the non-public information of the Company that relates to its strategies or plans, financial condition, technology, processes, systems, products, employees, customers, suppliers, competitors, marketing or sales activities, pricing, prospective acquisitions or divestitures, or other aspects of its business (“Confidential Information”).  Employees should not disclose to any third parties or use any Confidential Information for any purpose other than on a “need to know” basis within the Company.  If an employee believes it is appropriate or required by law to disclose or use Confidential Information outside the Company, the Legal Department or local Human Resources Department must be contacted before the disclosure or use so that appropriate protective measures may be considered. If the Company has executed a confidentiality agreement with a third party regarding confidential information to be disclosed by the third party to the Company, all employees receiving such confidential information must honor the terms of such agreement. These obligations last during the entire term of one’s employment with the Company and at all times thereafter.

Conflicts of Interest

GENERAL GUIDANCE

A “conflict of interest” occurs when an individual’s private interest interferes in any way – or appears to interfere – with the interests of the Company.  A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her work on behalf of the Company objectively and effectively.  Conflicts of interest also arise when an employee or member of his or her family receives improper personal benefits as a result of his or her position in the Company.

The business decisions and actions of employees must be based on the best interests of the Company.  Relationships of employees or their family members with prospective or existing suppliers, customers, competitors or others involved in the business of the Company must not affect an employee’s independent and sound judgment.  Employees should not, directly or indirectly, have outside interests which conflict or appear to conflict with the best interests of the Company unless previously disclosed to the Company and approved.  In the case of directors or the Chief Executive Officer, such disclosures should be made to the Audit Committee of the Board of Directors.  Other employees should disclose such matters to the Corporate Responsibility Committee.

LOANS AND GUARANTEES

Directors, officers and other employees may not seek or accept loans or guarantees of obligations from the Company for themselves or their family members.  Furthermore, employees may not seek or accept loans or guarantees of obligations (except from banks), for themselves or their family members, from any individual, organization or business entity doing (or seeking to do) business with the Company.  Employees must report to their supervisor promptly all offers of the above type, even when refused.

OWNERSHIP IN OTHER BUSINESSES

Employees may not own, directly or indirectly, a significant financial interest in any business entity that does or seeks to do business with, or is in competition with, the Company unless specific written approval has been granted in advance by the Corporate Responsibility Committee.  As a guide, “a significant financial interest” is defined as ownership by an employee and/or family members of more than 1% of the outstanding equity of a business entity or that represents more than 5% of the total assets of the employee and/or family members.

CORPORATE OPPORTUNITIES

Employees may not take for themselves personally opportunities that are discovered through the use of Company property, information or position, nor may they use Company property, information, or position for personal gain.  Furthermore, employees should not compete with the Company unless such competition is disclosed to the Corporate Responsibility Committee and approved.

OUTSIDE EMPLOYMENT, AFFILIATIONS OR ACTIVITIES

An employee’s primary employment obligation is to the Company.  Any outside activity, such as a second job or self-employment, must be kept separate from activities with the Company.  Employees may not use the Company’s customers, suppliers, time, name, influence, assets, facilities, materials or services of other employees for outside activities unless specifically authorized by the Company, including in connection with charitable or other volunteer work.

GIFTS, GRATUITIES AND ENTERTAINMENT

Employees and their family members should not accept gifts, gratuities or entertainment from persons, firms, or corporations with whom the Company does or might do business other than those of modest value, consistent with generally accepted ethical business practices. It is also the Company’s policy not to offer gifts, gratuities or entertainment to persons, firms or corporations with whom the Company does or might do business other than those of modest value, consistent with generally accepted ethical business practices.

There are some cases where refusal of a valuable gift would be offensive to the person offering it.  This is particularly true when employees are guests in another country, and the gift is offered as part of a public occasion.  In these cases, the employee to whom the gift was offered may accept the gift on behalf of the Company, report it to a supervisor and turn it over to the Company.

The Company, as a responsible corporate citizen, can make donations of money or products to worthy causes, including fundraising campaigns conducted by its customers.  To remain an appropriate donation, the contribution should not be connected to any specific customer purchases or purchasing commitments.

RELATIONSHIPS WITH SUPPLIERS OR SERVICE PROVIDERS

The Company encourages good supplier relations.  However, employees may not benefit personally, whether directly or indirectly, from any purchase of goods or services for or from the Company.  Employees whose responsibilities include purchasing or who have contact with suppliers or service providers, must not exploit their position for personal gain.  Under no circumstances may any employee receive cash or cash equivalents from any supplier, whether directly or indirectly.

Insider Trading

Insider trading is both illegal and unethical.  Federal and state securities laws and Company policy prohibit the buying or selling of securities on the basis of material, non-public information.  Employees, at any level, who are aware of non-public material information related to the Company or any other businesses, may not, directly or indirectly, use such material non-public information in purchasing or selling any securities of the Company or these businesses.  Employees prohibited from purchasing or selling securities because they possess material, non-public information may not have any other person purchase or sell such securities on their behalf.  Material non-public information may not be disclosed to any person outside the Company (including relatives, friends or business associates and regardless of the purpose for which such disclosure may be made) until authorized Company officials have adequately disclosed the information to the public.  For any questions regarding these topics, please consult with the Legal Department.

“Material information” is any information that a reasonable investor would consider important in deciding whether to buy, sell or hold securities.  Examples include acquisitions and divestitures, changes in key management, large contracts, material contract cancellations, new products or processes, earnings figures and trends, and important information on litigation.  For any questions regarding the materiality of certain information, please consult the Legal Department.

Antitrust and Unfair Competition

ANTITRUST

It is Company policy to comply fully with the antitrust laws that apply to our operations domestically and throughout the world.  Antitrust and competition laws are very complex and vary from country to country.  The general principles set forth below are intended to help employees recognize situations that raise potential antitrust or competition issues so that they can then consult the Legal Department.

In general, the Company may not enter into an agreement with any competitor:

• concerning what prices the Company and the competitor will charge a customer or customers, or about other terms (e.g., credit) or conditions of sale;



• allocating markets, product lines, customers or territories (e.g., agreeing on who may sell to certain customers or in certain territories); or



• to refuse to deal with a certain supplier or customer.

• Commercial bribery or payoffs to induce business or breaches of contracts by others;



• Acquiring a competitor’s trade secrets through bribery or theft;



• Making false, deceptive, or disparaging claims or comparisons regarding competitors or their products; and



• Making claims concerning one’s own products without a reasonable basis for doing so.

• The Company and its shareholders, directors, agents, officers and employees are prohibited from making or authorizing payment of either money or anything of value, directly or indirectly, to non-United States government officials, political parties or candidates for political office outside the United States to win or retain business or influence any act or decision of such officials.



• All books, records and accounts, domestic and overseas, must accurately and fairly reflect business transactions and dispositions of the Company’s assets.



• A system of internal accounting controls must be maintained to provide adequate corporate supervision over the accounting and reporting activities at all levels.



• Certain payments and gifts to non-United States employees whose duties are essentially ministerial or clerical may be permissible. It is often difficult to determine the legality of such payments under local law at a given location. You must consult with the Legal Department before authorizing or making any such payment.

• actions that violate the Code;
• requesting others to violate the Code;
• failure to promptly raise a known or suspected violation of the Code;
• failure to cooperate in investigations of possible violations of the Code;
• retaliation against another employee for reporting a possible violation of the Code.