ITT Corporation

Governance and Business Conduct

The ITT Purpose and Principles

Our purpose – We solve it – and our principles of Impeccable character, Bold thinking and Collective know-how define how we work together and how we will succeed at ITT.  They help us better achieve our day-to-day business demands while fostering the actions and behaviors that support our healthy, high-performing culture.

Code of Conduct

The ITT Code of Conduct serves as a guide to ethical business conduct. It sets forth the behaviors expected of employees, helps foster ethical decisions and demonstrates how to identify potential misconduct. It does not address every situation but is meant to supplement our employees’ good judgment, common sense and knowledge of what is right. In the event that employees encounter misconduct, the Code clearly addresses how to resolve questions and concerns.

Reporting a Concern

At ITT, employees are encouraged to raise concerns and report suspected wrongdoing. We nurture an environment where all team members feel free to speak up, and we provide a number of supporting internal resources to employees as well as the ITT Ethics Helpline, which is a third-party provider offering 24/7 Web and telephone reporting channels in more than 100 languages. All concerns raised are appropriately reviewed in compliance with ITT policy.

Ethics Champion Network

In addition to ITT's corporate resources, all ITT business units are accountable for Business Conduct program management within their organizations. Local efforts are supported and coordinated by a centralized corporate Business Conduct function with independent reporting to the ITT Board of Directors.  ITT also has an established Ethics Champion network across the globe to provide additional local resources to employees in their native language. The Ethics Champions have ethics communications and training responsibilities, provide employees a trusted and confidential source with whom to ask questions and raise concerns, and at times may perform preliminary investigative work.

Transparent Communications

ITT is committed to clear and transparent communication, and we provide our stakeholders a steady flow of communications about the company's direction, decisions and priorities.

Our Annual Report and other financial filings and presentations are publicly accessible on our website, as is our Code of Conduct. Our employees are also kept informed through ongoing communications from managers, live "town hall" events and team meetings, our intranet portal, and electronic newsletters and memos.

Governance Principles

ITT is dedicated to the highest standards of corporate governance and our practices reflect this commitment. The company maintains and makes publicly available its corporate governance principles and charters for the Board of Directors' standing committees.

Board of Directors

ITT's commitment to its Purpose and Principles starts with our Board of Directors, who ensure effective organizational planning, focusing on the areas of strategy and risk management.

The Board of Directors, which represents a diverse group of perspectives and experience, is elected by company shareholders to oversee the actions and results of management, and to act in the best interests of the company and its shareholders.

Board independence is vital. ITT CEO and President Denise Ramos is the only member of company management on the Board, and the Chairman of the Board is an independent director.

Financial, Legal and Regulatory Risk Assessments

ITT performs rigorous risk assessments of our internal controls and has established a Risk Center of Excellence (RCOE) that leverages cross-functional resources, systems and processes to identify, model and mitigate enterprise risk.

The company's Business Conduct function also manages global legal and regulatory risks in cooperation with RCOE, including ongoing monitoring of mitigation plans. Risk assessments inform the annual Business Conduct training strategies.

Trade Compliance

At ITT we conduct business around the world and follow all international trade laws that regulate the import and export of our products, services and technology.  As a U.S.-based company, we comply with all trade and economic sanctions imposed by the U.S. government and other international governments, as applicable. To this end, ITT is dedicated to providing employees with the education, guidance, support and resources necessary to comply with ITT's policies and applicable laws and regulations.

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