UPG’s Board of Directors and management team work together to efficiently and effectively operate the company under our Corporate Governance Guidelines. These guidelines reflect our commitment to the highest ethical standards, and essentially promote the functionality of the Board, its committees and UPG’s employees.

We would like to emphasize the following corporate governance facts:

• We have adopted a Code of Ethics in addition to Corporate Governance Guidelines in order to promote the highest standards of conduct and ethics in all our business activities and relationships by our employees, officers and directors.
• We have an Insider Trading Policy prohibiting any of our employees, officers or directors from buying or selling our stock on the basis of material nonpublic information and to prohibit the communication of material nonpublic information to others.
• We have established a third-party, anonymous whistleblower hotline to address concerns and complaints regarding internal controls, auditing and compliance matters. The hotline can be accessed via toll-free number (800) 561-7480 or through the following URL at http://upgi.silentwhistle.com/ethfeedback/index.jsp