CORPORATE GOVERNANCE DOCUMENTS
 
CODE OF ETHICS FOR SENIOR OFFICERS

The value of uncompromising integrity, strict compliance with applicable laws and full, fair, accurate and timely disclosure are the foundations of TAT Technologies Ltd. relationships with our customers, business partners, shareholders and among one another.

It is our policy that our employees, directors and officers are held to the highest standards of honest and ethical conduct when conducting the affairs of our company and any subsidiary of our company.

This Code of Ethics for Senior Officers, which we refer to as the "Code", sets forth the particular ethical standards to which we hold our chief executive officer, and all senior financial officers of our company, including the chief financial officer, chief accounting officer or controller, or persons performing similar functions, all of which are referred to in this Code as "Senior Officers".

In particular, the purpose of this Code is to establish policies and guidelines that ensure and/or promote:

I. Honest and ethical conduct, including the ethical handling of conflicts of actual or apparent conflicts of interest between personal and professional relationships;
II. Full, fair, accurate, timely and understandable disclosure in reports and documents required to be filed by us with, or submitted to, the Securities and Exchange Commission (or the "SEC") and in other public communications required to be filed by us;
III. Compliance with applicable laws, rules and regulations;
IV. Prompt internal reporting of violations of this Code; and
V. Accountability for adherence to this Code.. Honest and Ethical Conduct

Senior Officers will:

Conduct their personal and professional affairs in a way that avoids both actual and apparent conflicts of interest between their interests and the interests of the company.

Refrain from engaging in any activity that would compromise their professional ethics or otherwise prejudice their ability to carry out their duties on behalf of the company.

Provide a mechanism for members of the finance organization to inform senior management of deviations in practice from policies and procedures governing honest and ethical behavior.

Demonstrate their personal support for such policies and procedures through periodic communication reinforcing these ethical standards throughout the finance organization.

Refrain from disclosing confidential information acquired in the course of their work except where authorized, unless legally obligated to do so.

Refrain from using or appearing to use confidential information acquired in the course of their work for unethical or illegal advantage, either personally or indirectly through others.

 and Fair Disclosure in Financial Records and Reports

Public communications about material events or developments concerning our company are required to be complete, fair, accurate and broadly disseminated to the public in accordance with all applicable legal and regulatory requirements. In order to achieve these goals, Senior Officers are required to comply with the following:

If a Senior Officer becomes aware of material information that affects the disclosures made or to be made by the company in its SEC filings or submissions or other public communications, he or she should promptly bring such information to the attention of the company personnel responsible for preparing such disclosures.

Senior Officers should oversee the establishment and management of the company's internal controls and disclosure controls and procedures to enable and ensure that:

(a) material financial and non-financial information concerning the company and/or any subsidiary of  the company be (i)
     fully and accurately disclosed on a timely basis and (ii) broadly disseminated in accordance with all applicable legal
     and regulatory requirements.
(b) the company's consolidated financial statements and the notes thereto present fairly, in all material respects, the
     financial position, results of operations and cash flows of the company as of and for the period(s) indicated in
     conformity with accounting principles generally accepted and established company financial policy; and
(c) Senior Officers bring to the attention of our Audit Committee any information, of which they ar aware, concerning (i)
     significant deficiencies in the design or operation of internal controls whic could adversely affect the company's
     ability to record, process, summarize and report financial an non-financial information concerning the company or (ii
     any fraud, whether or not material, tha involves management or other employees who have a significant role in the
     company's reporting, disclosures or internal controls.


ance with Applicable Laws, Rules and Regulations

All of our employees and agents are required to comply and strictly adhere to all applicable laws, rules and regulations. To ensure such compliance, Senior Officers will establish and maintain mechanisms to: 

Educate members of our accounting divisions(s) about any law, regulation or administrative procedure that affects the operation of the finance organization and the company generally.

Monitor the compliance of the finance organization with any applicable law, regulation or administrative procedure.


4. Prompt Internal Reporting of Violations of this Code

Senior Officers are required to identify, promptly report and correct, any violation of this Code, the company's Code of Business Conduct and Ethics relating to all employees, directors and officers, or any law, rule or regulation applicable to the company or the operation of its business. Senior Officers must report any such violations to the company's Audit Committee.

5. Accountability for Adherence to this Code

The company will take appropriate disciplinary actions for violations of this Code. Such disciplinary actions include, but are not limited to, penalties and demotions and even dismissals.

Amendments and Waivers of this Code

Any change to or waiver of this Code may only be made with the approval of the Board of Directors of TAT Technologies Ltd., or a committee designated thereby. Any such change or waiver shall be disclosed to the public.

value of uncompromising integrity, strict compliance with applicable laws and full, fair, accurate and timely disclosure are the foundations of TAT Technologies Ltd. relationships with our customers, business partners, shareholders and among one another.

It is our policy that our employees, directors and officers are held to the highest standards of honest and ethical conduct when conducting the affairs of our company and any subsidiary of our company.

This Code of Ethics for Senior Officers, which we refer to as the "Code", sets forth the particular ethical standards to which we hold our chief executive officer, and all senior financial officers of our company, including the chief financial officer, chief accounting officer or controller, or persons performing similar functions, all of which are referred to in this Code as "Senior Officers".

In particular, the purpose of this Code is to establish policies and guidelines that ensure and/or promote:

I. Honest and ethical conduct, including the ethical handling of conflicts of actual or apparent conflicts of interest between personal and professional relationships;
II. Full, fair, accurate, timely and understandable disclosure in reports and documents required to be filed by us with, or submitted to, the Securities and Exchange Commission (or the "SEC") and in other public communications required to be filed by us;
III. Compliance with applicable laws, rules and regulations;
IV. Prompt internal reporting of violations of this Code; and
V. Accountability for adherence to this Code.

1. Honest and Ethical Conduct

Senior Officers will:

Conduct their personal and professional affairs in a way that avoids both actual and apparent conflicts of interest between their interests and the interests of the company.

Refrain from engaging in any activity that would compromise their professional ethics or otherwise prejudice their ability to carry out their duties on behalf of the company.

Provide a mechanism for members of the finance organization to inform senior management of deviations in practice from policies and procedures governing honest and ethical behavior.

Demonstrate their personal support for such policies and procedures through periodic communication reinforcing these ethical standards throughout the finance organization.

Refrain from disclosing confidential information acquired in the course of their work except where authorized, unless legally obligated to do so.

Refrain from using or appearing to use confidential information acquired in the course of their work for unethical or illegal advantage, either personally or indirectly through others.


2. Full and Fair Disclosure in Financial Records and Reports

Public communications about material events or developments concerning our company are required to be complete, fair, accurate and broadly disseminated to the public in accordance with all applicable legal and regulatory requirements. In order to achieve these goals, Senior Officers are required to comply with the following:

If a Senior Officer becomes aware of material information that affects the disclosures made or to be made by the company in its SEC filings or submissions or other public communications, he or she should promptly bring such information to the attention of the company personnel responsible for preparing such disclosures.

Senior Officers should oversee the establishment and management of the company's internal controls and disclosure controls and procedures to enable and ensure that:

(a) material financial and non-financial information concerning the company and/or any subsidiary of the company be (i)
     fully and accurately disclosed on a timely basis and (ii) broadly disseminated in accordance with all applicable legal
     and regulatory requirements.
(b) the company's consolidated financial statements and the notes thereto present fairly, in all material respects, the
     financial position, results of operations and cash flows of the company as of and for the period(s) indicated in
     conformity with accounting principles generally accepted an established company financial policy; and
(c) Senior Officers bring to the attention of our Audit Committee any information, of which they are aware, concerning (i)
     significant deficiencies in the design or operation of internal controls which could adversely affect the company's
     ability to record, process, summarize and report financial and non-financial information concerning the company or
     (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in
     the company's reporting disclosures or internal controls.

3. Compliance with Applicable Laws, Rules and Regulations

All of our employees and agents are required to comply and strictly adhere to all applicable laws, rules and regulations. To ensure such compliance, Senior Officers will establish and maintain mechanisms to:

Educate members of our accounting divisions(s) about any law, regulation or administrative procedure that affects the operation of the finance organization and the company generally.

Monitor the compliance of the finance organization with any applicable law, regulation or administrative procedure.


4. Prompt Internal Reporting of Violations of this Code

Senior Officers are required to identify, promptly report and correct, any violation of this Code, the company's Code of Business Conduct and Ethics relating to all employees, directors and officers, or any law, rule or regulation applicable to the company or the operation of its business. Senior Officers must report any such violations to the company's Audit Committee.

5. Accountability for Adherence to this Code

The company will take appropriate disciplinary actions for violations of this Code. Such disciplinary actions include, but are not limited to, penalties and demotions and even dismissals. 

Amendments and Waivers of this Code

Any change to or waiver of this Code may only be made with the approval of the Board of Directors of TAT Technologies Ltd., or a committee designated thereby. Any such change or waiver shall be disclosed to the public.

value of uncompromising integrity, strict compliance with applicable laws and full, fair, accurate and timely disclosure are the foundations of TAT Technologies Ltd. relationships with our customers, business partners, shareholders and among one another.

It is our policy that our employees, directors and officers are held to the highest standards of honest and ethical conduct when conducting the affairs of our company and any subsidiary of our company. This Code of Ethics for Senior Officers, which we refer to as the "Code", sets forth the particular ethical standards to which we hold our chief executive officer, and all senior financial officers of our company, including the chief financial officer, chief accounting officer or controller, or persons performing similar functions, all of which are referred to in this Code as "Senior Officers".

In particular, the purpose of this Code is to establish policies and guidelines that ensure and/or promote:

I. Honest and ethical conduct, including the ethical handling of conflicts of actual or apparent conflicts of interest between personal and professional relationships;
II. Full, fair, accurate, timely and understandable disclosure in reports and documents required to be filed by us with, or submitted to, the Securities and Exchange Commission (or the "SEC") and in other public communications required to be filed by us;
III. Compliance with applicable laws, rules and regulations;
IV. Prompt internal reporting of violations of this Code; and
V. Accountability for adherence to this Code.

1. Honest and Ethical Conduct

Senior Officers will: 

Conduct their personal and professional affairs in a way that avoids both actual and apparent conflicts of interest between their interests and the interests of the company.

Refrain from engaging in any activity that would compromise their professional ethics or otherwise prejudice their ability to carry out their duties on behalf of the company.

Provide a mechanism for members of the finance organization to inform senior management of deviations in practice from policies and procedures governing honest and ethical behavior.

Demonstrate their personal support for such policies and procedures through periodic communication reinforcing these ethical standards throughout the finance organization.

Refrain from disclosing confidential information acquired in the course of their work except where authorized, unless legally obligated to do so.

Refrain from using or appearing to use confidential information acquired in the course of their work for unethical or illegal advantage, either personally or indirectly through others.


2. Full and Fair Disclosure in Financial Records and Reports

Public communications about material events or developments concerning our company are required to be complete, fair, accurate and broadly disseminated to the public in accordance with all applicable legal and regulatory requirements. In order to achieve these goals, Senior Officers are required to comply with the following: 

If a Senior Officer becomes aware of material information that affects the disclosures made or to be made by the company in its SEC filings or submissions or other public communications, he or she should promptly bring such information to the attention of the company personnel responsible for preparing such disclosures.

Senior Officers should oversee the establishment and management of the company's internal controls and disclosure controls and procedures to enable and ensure that

(a) material financial and non-financial information concerning the company and/or any subsidiary of the company be (i)
     fully and accurately disclosed on a timely basis and (ii) broadly disseminated in accordance with all applicable legal
     and regulatory requirements.
(b) the company's consolidated financial statements and the notes thereto present fairly, in all material respects, the
     financial position, results of operations and cash flows of the company as of and for the period(s) indicated in
     conformity with accounting principles generally accepted and established company financial policy; and
(c) Senior Officers bring to the attention of our Audit Committee any information, of which they are aware, concerning (i)
     significant deficiencies in the design or operation of internal controls which could adversely affect the company's
     ability to record, process, summarize and report financial and non-financial information concerning the company or
     (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in
     the company's reporting, disclosures or internal controls.

3. Compliance with Applicable Laws, Rules and Regulations

All of our employees and agents are required to comply and strictly adhere to all applicable laws, rules and regulations. To ensure such compliance, Senior Officers will establish and maintain mechanisms to: 

Educate members of our accounting divisions(s) about any law, regulation or administrative procedure that affects the operation of the finance organization and the company generally.

Monitor the compliance of the finance organization with any applicable law, regulation or administrative procedure.


4. Prompt Internal Reporting of Violations of this Code

Senior Officers are required to identify, promptly report and correct, any violation of this Code, the company's Code of Business Conduct and Ethics relating to all employees, directors and officers, or any law, rule or regulation applicable to the company or the operation of its business. Senior Officers must report any such violations to the company's Audit Committee.

5. Accountability for Adherence to this Code

The company will take appropriate disciplinary actions for violations of this Code. Such disciplinary actions include, but are not limited to, penalties and demotions and even dismissals.

Amendments and Waivers of this Code

Any change to or waiver of this Code may only be made with the approval of the Board of Directors of TAT Technologies Ltd., or a committee designated thereby. Any such change or waiver shall be disclosed to the public.

value of uncompromising integrity, strict compliance with applicable laws and full, fair, accurate and timely disclosure are the foundations of TAT Technologies Ltd. relationships with our customers, business partners, shareholders and among one another.

It is our policy that our employees, directors and officers are held to the highest standards of honest and ethical conduct when conducting the affairs of our company and any subsidiary of our company. This Code of Ethics for Senior Officers, which we refer to as the "Code", sets forth the particular ethical standards to which we hold our chief executive officer, and all senior financial officers of our company, including the chief financial officer, chief accounting officer or controller, or persons performing similar functions, all of which are referred to in this Code as "Senior Officers".
In particular, the purpose of this Code is to establish policies and guidelines that ensure and/or promote:

I. Honest and ethical conduct, including the ethical handling of conflicts of actual or apparent conflicts of interest between personal and professional relationships;
II. Full, fair, accurate, timely and understandable disclosure in reports and documents required to be filed by us with, or submitted to, the Securities and Exchange Commission (or the "SEC") and in other public communications required to be filed by us;
III. Compliance with applicable laws, rules and regulations;
IV. Prompt internal reporting of violations of this Code; and
V. Accountability for adherence to this Code.

1. Honest and Ethical Conduct

Senior Officers will: 

Conduct their personal and professional affairs in a way that avoids both actual and apparent conflicts of interest between their interests and the interests of the company.

Refrain from engaging in any activity that would compromise their professional ethics or otherwise prejudice their ability to carry out their duties on behalf of the company.

Provide a mechanism for members of the finance organization to inform senior management of deviations in practice from policies and procedures governing honest and ethical behavior.

Demonstrate their personal support for such policies and procedures through periodic communication reinforcing these ethical standards throughout the finance organization.

Refrain from disclosing confidential information acquired in the course of their work except where authorized, unless legally obligated to do so.

Refrain from using or appearing to use confidential information acquired in the course of their work for unethical or illegal advantage, either personally or indirectly through others.


2. Full and Fair Disclosure in Financial Records and Reports

Public communications about material events or developments concerning our company are required to be complete, fair, accurate and broadly disseminated to the public in accordance with all applicable legal and regulatory requirements. In order to achieve these goals, Senior Officers are required to comply with the following: 

If a Senior Officer becomes aware of material information that affects the disclosures made or to be made by the company in its SEC filings or submissions or other public communications, he or she should promptly bring such information to the attention of the company personnel responsible for preparing such disclosures.

Senior Officers should oversee the establishment and management of the company's internal controls and disclosure controls and procedures to enable and ensure that:

(a) material financial and non-financial information concerning the company and/or any subsidiary of the company be (i)
     fully and accurately disclosed on a timely basis and (ii) broadly disseminated in accordance with all applicable legal
     and regulatory requirements.
(b) the company's consolidated financial statements and the notes thereto present fairly, in all material respects, the
     financial position, results of operations and cash flows of the company as of and for the period(s) indicated in
     conformity with accounting principles generally accepted and established company financial policy; and
(c) Senior Officers bring to the attention of our Audit Committee any information, of which they are aware, concerning (i)
     significant deficiencies in the design or operation of internal controls which could adversely affect the company's
     ability to record, process, summarize and report financial and non-financial information concerning the company or
     (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in
     the company's reporting, disclosures or internal controls.

3. Compliance with Applicable Laws, Rules and Regulations

All of our employees and agents are required to comply and strictly adhere to all applicable laws, rules and regulations. To ensure such compliance, Senior Officers will establish and maintain mechanisms to: 

Educate members of our accounting divisions(s) about any law, regulation or administrative procedure that affects the operation of the finance organization and the company generally. 

Monitor the compliance of the finance organization with any applicable law, regulation or administrative procedure.


4. Prompt Internal Reporting of Violations of this Code

Senior Officers are required to identify, promptly report and correct, any violation of this Code, the company's Code of Business Conduct and Ethics relating to all employees, directors and officers, or any law, rule or regulation applicable to the company or the operation of its business. Senior Officers must report any such violations to the company's Audit Committee.

5. Accountability for Adherence to this Code

The company will take appropriate disciplinary actions for violations of this Code. Such disciplinary actions include, but are not limited to, penalties and demotions and even dismissals. 

Amendments and Waivers of this Code

Any change to or waiver of this Code may only be made with the approval of the Board of Directors of TAT Technologies Ltd., or a committee designated thereby. Any such change or waiver shall be disclosed to the public.



CHARTER OF THE AUDIT COMMITTEE

Charter Of The Audit Committee Of The Board Of Directors


I. PURPOSE

The Audit Committee of the Board of Directors of the Company is established for the primary purpose of assisting the Board in overseeing: 

The integrity of the company’s financial statements;

The independent auditor’s qualifications, independence and performance;

The performance of the company’s audit function, internal; and

The company’s compliance with legal and regulatory requirements.


While the Committee has the duties and responsibilities set forth in this Charter, the function of the Committee is oversight. The company’s management is responsible for preparing the company’s financial statements, including developing and maintaining appropriate internal control over financial reporting and achieving reasonable assurance that the financial statements and other disclosures are complete and accurate in accordance with generally accepted accounting principles and applicable rules and regulations. The independent auditor is responsible for auditing the annual financial statements, reviewing the quarterly financial statements, and other procedures. Management and the independent auditor have more time, knowledge and detailed information about these matters than do the Committee members. Consequently, in carrying out its oversight function, the Committee is not providing any expert or special assurance regarding the company’s financial statements or any professional certification regarding the independent auditor’s work or independence. Each member of the Committee is entitled to rely on the integrity of persons and organizations from whom the Committee receives information and the accuracy of such information, absent actual knowledge to the contrary.

II. COMPOSITION AND AUTHORITY

The members of the Committee will be appointed by the Board of Directors annually or until their successors are duly appointed and qualified.

The Committee will be comprised of at least three directors as determined by the Board, each of whom will be independent (as defined by applicable rules and regulations), free from any relationship (including affiliations or compensatory arrangements disallowed under applicable rules and regulations) that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee and have not participated in preparing the company’s financial statements within the past three years.

All members of the Committee will be financially literate, having a basic understanding of financial controls and reporting, and at least one member of the Committee will have past employment experience in accounting or finance, professional certification in accounting or comparable experience or background that results in the in the individual financial sophistication including being or having been a chief executive officer, a chief financial officer or other senior officer with oversight responsibilities. Committee members may enhance their familiarity with financial and accounting matters generally by participating in educational programs conducted by the Company or by outside experts. The Board will determine whether at least one member of the Committee qualifies as an “audit committee financial expert” under applicable rules and regulations.

The Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisers as deemed appropriate to perform its duties and responsibilities, and the company will provide funding, as determined by the Committee, for compensation of the independent auditor and any advisers that the Committee engages and for ordinary administrative expenses of the Committee.

The Committee will have full access to the books, records, facilities and personnel of the company and its subsidiaries that are necessary or appropriate for the Committee to perform its duties and responsibilities.

The Committee will primarily fulfill its duties and responsibilities by carrying out the activities enumerated in Section IV of this Charter.

III. MEETINGS

Unless a Chairperson is elected by the full Board, the members of the Committee may designate a Chairperson by majority vote of the full Committee membership.

The Committee will meet at least four times each year, or more frequently as circumstances dictate. The Committee may meet in executive session at such times and on such terms and conditions as the Committee may determine. The Committee should meet periodically with management, internal audit personnel and the independent auditor in separate executive sessions to discuss any matters that the Committee or any of these groups believes should be discussed privately.

Minutes of the Committee’s meetings will be kept and submitted to the full Board for approval.

IV. DUTIES AND RESPONSIBILITIES

To fulfill its duties and responsibilities, the Audit Committee will:

Documents/Reports/Accounting Information’ Review

1. Review and discuss with management and the independent auditor: 

The company’s annual audited financial statements;

The company’s quarterly financial statements;

The Management’s Discussion and Analysis and management’s certifications accompanying these financial statements;

The company’s internal audit reports (or summaries thereof);and

Relevant reports or other communications provided by the independent auditor (or summaries thereof).


2. Receive at least annually from the independent auditor and discuss with it a written statement delineating all relationships between the independent auditor and the company, consider any disclosed relationships or services that could affect the independent auditor’s objectivity and independence, and assess and take other appropriate action to oversee the independence of the auditor.

3. Review with the independent auditor the annual management letter of accounting recommendations, and management’s response.

4. Discuss with management the annual and quarterly earnings news releases of the company, including information relating to non-GAAP financial measures, and any financial information and earnings guidance provided to analysts and rating agencies. These discussions may be general in nature and concern the type of information to be disclosed and the manner of presentation. The Committee may designate one member to represent the Committee for purposes of these discussions.

Independent Auditor

5. Appoint (subject to shareholder approval), compensate, and oversee the work performed by the independent auditor for the purpose of preparing and issuing an audit report or related work. Review the performance of the independent auditor and recommend removal of the independent auditor if circumstances warrant. Require the independent auditor to report directly to the Committee, and oversee the resolution of disagreements between management and the independent auditor.

6. Approve the engagement of the independent auditor for each year’s audit including the plans for the audit, its scope and approach, the staffing of the audit and the independent auditor’s compensation.

7. Review with the independent auditor any problems or difficulties in auditing the company’s annual financial statements or in reviewing the company’s quarterly financials and statements, and management’s response.

8. Discuss the following with the independent auditor prior to filing the company’s Annual Report on Form 20-F: 

The appropriateness of the accounting principles used in the financial statements and the reasonableness of significant judgments and estimates made;

The critical accounting policies and practices of the company;

Alternative treatments of material items of financial information within generally accepted accounting principles that have been discussed with management, including the ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the independent auditor; and

Other material written communications between the independent auditor and management, including the schedule of any audit adjustments proposed by the independent auditor.


9. Review the experience and qualifications of senior personnel of the independent auditor, including compliance with partner rotation requirements, and the hiring of employees or former employees of the independent auditor in an accounting role or financial reporting oversight role for the company.

10. At least annually, obtain and review a report by the independent auditor describing: 

The company’s internal quality control procedures;

Any material issues raised by the most recent internal quality control review or peer review of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years relating to one or more independent audits carried out by the firm, and any steps taken to deal with any relevant issues arising therefrom; and

All relationships between the independent auditor and the company in order to assess the auditor’s independence.


Based on this report and other information such as the Committee’s familiarity with the independent auditor’s work throughout the year and the opinions of management and the company’s personnel responsible for the internal audit function, the Committee should evaluate the independent auditor’s qualifications, performance and independence and present its conclusions with respect to the independent auditor to the full Board.

11. Review and pre-approve the audit services and permitted non-audit services to be provided by the independent auditor in such manner, including pre-approval policies and budgets, as the Committee may determine in compliance with applicable rules and regulations.

Financial Reporting Processes and Accounting Policies

12. In consultation with management and the independent auditor, review the disclosures made by the chief executive and financial officers of the company in the certifications included in the company’s Annual Reports on Form 20-F regarding: 

The company’s disclosure controls and procedures and the company’s internal control over financial reporting; 

Their conclusions regarding the effectiveness of the company’s disclosure controls and procedures;

Any material change in the company’s internal control over financial reporting; 

Any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that adversely affects the company’s ability to record, process, summarize and report financial information; and

Any fraud involving management or other employees who have a significant role in the company’s internal control over financial reporting.


13. At such time as the relevant rules and regulations apply to the company, review with management and the independent auditor the annual report by management on the company’s internal control over financial reporting to be included in the company’s Form 20-F Report, and the independent auditor’s attestation report on management’s assessment of internal control over financial reporting.

14. Review with management and the independent auditor any major issues regarding accounting principles and financial statement presentations, including any significant changes in the company’s selection or application of accounting principles, and major issues as to the adequacy of the company’s internal control function and any special audit steps adopted in light of material control deficiencies.

15. Review analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements.

16. Review with management and the independent auditor the effect of accounting and regulatory initiatives, as well as material off-balance sheet transactions or arrangements, on the financial statements of the company.

Internal Audit

17. Review the organization and activities of the company’s internal audit function and the qualifications of its senior personnel.

18. Review periodically with the internal audit personnel any significant difficulties, disagreements with management or scope restrictions encountered in the course of the work of the internal audit function.

19. Review periodically with the independent auditor, the budget, staffing and responsibilities of the internal audit function.

Compliance and Risk Management

20. Assess compliance by the company’s executive officers and the senior financial officers with the company’s code of business practices applicable to them.

21. Establish and maintain procedures for the receipt, retention and treatment of complaints regarding accounting, internal control or auditing matters, and for the confidential, anonymous submission by company employees regarding questionable accounting or auditing matters. In addition, the Committee will review and discuss any reports received from attorneys concerning securities law violations or breaches of fiduciary duties or similar violations which were reported to the company’s general counsel or the chief executive officer and not resolved to the satisfaction of the reporting attorney.

22. Review periodically with management and legal counsel the company’s compliance with laws and regulations, including corporate securities trading policies, and any legal matter, litigation or other contingency that could have a significant impact on the company’s financial statements.

23. Discuss with management the company’s policies and guidelines with respect to risk assessment and risk management, including the company’s major financial and accounting risk exposures and the steps management has undertaken to monitor and control them.

Other Responsibilities

24. Report regularly to the Board of Directors regarding the execution of the Committee’s duties and responsibilities.

25. Review this Charter annually and recommend to the Board any necessary amendments.

26. Prepare any report required by the Committee in connection with the company’s public reporting obligations.

27. Perform annually a self-assessment relating to the Committee’s purpose, duties and responsibilities outlined in this Charter.

28. Perform any other activities consistent with this Charter, the company’s Articles of Association and governing law, as the Committee or the Board of Directors deems necessary or appropriate.

CONFLICT MINERALS POLICY

There has been increased awareness regarding the human rights violations in the mining of certain minerals from an area known as the “Covered Countries”; the Democratic Republic of the Congo (DRC) and surrounding countries. Through the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, publically traded companies have been chartered to practice reasonable due diligence with their supply chain to determine if “conflict minerals” used in their products are being sourced from mines controlled by non-government or unlawful military groups within the Covered Countries. The definition of “Conflict Minerals” refers to tin, tantalum, tungsten and gold (3TG).
 
TAT's Code of Conduct defines the company‘s overall principles and commitment towards legal compliance and ethical conduct. As part of it, TAT is concerned about the link between the illegal extraction and trade of natural resources, and associated human rights violations, conflict and environmental degradation. Currently these issues are acute in the Eastern provinces of DRC in the extraction and trade of ores of tantalum, tin, tungsten and gold, which flow to world markets through the DRC and adjoining countries. Once refined, these metals are commonly used within electronic products and by many other industries. TAT does not procure metals directly and only a fraction of the world‘s minerals produce originates from the DRC, but we are taking action to increase transparency, ensure responsible procurement by our suppliers and sub-suppliers, and drive positive change.
 
Tracing materials back to their mine of origin is a complex endeavor but an important aspect of responsible sourcing. 
 
TAT is committed to respect human rights and the environment in accordance with accepted international conventions and practices, such as OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, and working according to the Conflict Free Sourcing Initiative (CFSI) extractives work group to improve traceability of minerals and ensure responsible sourcing for Multinational Enterprises. We strive that all materials used in our products come from socially and environmentally responsible sources. We do not profit from, contribute to, assist with or facilitate any activity that fuels conflict, leads to serious environmental degradation or violates human rights.
 
TAT's commitment includes:
 
• Developing policy and procedures toward preventing the use of conflict minerals or derivative metals necessary to the functionality or production of our product(s) that finance or benefit armed groups in the Covered Countries.
• Prohibiting direct or indirect support to non-state armed groups and not purchasing or sourcing from companies that support or do business with these groups.
• Expecting suppliers whose products contain conflict minerals to establish policies, due diligence frameworks, and management systems consistent with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict- Affected and High Risk-Areas that are designed to accomplish this goal, and requiring their suppliers to do the same.
 
 
TAT believes in establishing and maintaining long-term relationships with suppliers whenever possible. However, if we determine that any supplier is, or a reasonable risk exists that it may be, violating this policy, then we will require the supplier to commit to devise and undertake suitable corrective action to move to a conflict free source. If suitable action is not taken, we will look to alternative sources for the product. TAT’s efforts are not to ban procurement of minerals from the DRC and adjoining countries, but to assure procurement from responsible sources in the region. If we determine that any of the components of our products contain minerals from a mine or facility that is “non-conflict free”, we will work towards transitioning to products that are “conflict free”. 
 
This Policy will be reviewed periodically and updated as needed.
 
Concerns and violations of this policy can be reported to its non-executive members, or its subcommittees through our official grievance channels:
 
By mail to the following - dorons@tat-technologies.com
 

 
 
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