Management Code of Conduct

The directors of Filtronic plc (“the Company”) and the directors and managers of each of the subsidiaries shall behave in relation to Company (and subsidiaries as applicable) in a manner that complies with the statutory duties for directors as set out in the Company’s Act 2006 in particular they shall: act within their powers for proper purposes; promote the success of the company; exercise independent judgement; exercise reasonable care, skill and diligence, avoid conflicts of interest; not accept benefits from third parties; declare interests (where such interests exist) in proposed transactions or arrangements.

Promoting Success

The management of Filtronic plc and of each of its subsidiaries shall manage the Company (and subsidiaries as applicable) in the way it considers, in good faith, would be most likely to promote the success of the Company for the benefit of members as a whole having regard to amongst other matters:
the likely long term consequences of decisions; interests of employees; need to foster business relationships with suppliers, customers and others; impact of  company operations on the community and the environment; desirability of maintaining a reputation for high standards of business conduct and the and the need to act fairly between members.

The Management of each Business Unit shall determine the structure and operation most appropriate to achieve its business objectives within the Company’s strategy and ensure compliance with the Company policies, within the following guidelines:

• Code of Ethics:

• Legal Compliance:  The Company shall aim to comply with all applicable laws and regulations and requires that all its employees conduct its business in accordance with the law.
• Good Stewardship:  All employees shall handle the property and information of the Company, its Customers and Suppliers with due care, in particular:
• Company Information should be treated as confidential; included in this are technical or financial data, company policies, procedures, letters, plans, drawings and computer programs, product developments, price and cost data and personal data.
• Customer or Supplier Information should be treated as confidential except when this information has been obtained through publicly accessible sources, or when the Customer or Supplier explicitly releases the information.
• Company Records and Data should be prepared accurately and honestly.
• Company Funds. Every employee who has control over Company funds is accountable for such funds and must ensure they are legitimate and justifiable.
• Procurement Ethics.  Business shall be awarded solely on the merits of the offered product or service; employees should not engage in any activity or allow any relationships to impair their judgement. (Please see separate policy on Anti Bribery and Corruption).
• No Gifts, Gratuities or Favours of significant value shall be given/accepted by employees to/from Customers or Suppliers except where they are publicly presented for noteworthy service or when explicitly authorised by Filtronic’s Board of Directors. (Please see separate policy on Anti Bribery and Corruption).
  

• Consultative management:
  The process of Planning, Risk assessment, Progressing, Reviewing and Reporting is applicable at all levels. The Business units shall operate in a consultative manner; meetings and discussions shall involve all employees whose knowledge contributes to and whose skills and commitment is crucial to the execution of the task. The Company shall operate at all levels in a consultative manner.

• Communication:
  Operational performance and progress against strategic targets shall be communicated regularly throughout each Business unit.

• Quality:
  The Company shall provide products and services of a quality to fully satisfy the requirements of our Customers as well as achieving the Company’s business objectives.

• Customer Code:
  Customer satisfaction is crucial: the extent to which the Company meets the needs and expectations of the Customers and the market they serve, shall be regularly reviewed.

• Financial Controls:
  The provisions of the Financial Controls Manual shall be adhered to by all Business units.

• Risk Management:
  A review of the effectiveness of the Company’s internal controls shall be conducted at least annually and shall be documented and shall include financial operational and compliance controls and risk management systems.

• Community Support:
  The Company shall engage with the communities within which it operates through where appropriate, charitable donations (to be authorised at Board Level), sponsorship and participation in local educational and welfare initiatives.

• Reports to the Group Board:
  The following should be brought to the attention of the Board of Directors of Filtronic plc without delay:-

• Breach of the Code of Ethics:
  Any breach which could adversely effect the Company’s legal or ethical standing should be promptly reported.

• Significant Customer Complaints and Product Liability Claims:
  Customer Complaints should be answered speedily, courteously and truthfully. Each Business unit should maintain a record of significant complaints (including product liability claims) and should promptly advise the Group Board of the background circumstances and of the steps taken to answer the complaint (or deal with the claim). Significant complaints or claims should, where possible, be expressed in writing by the Customer to avoid ambiguity or misunderstanding. The initial recipient of the complaint, or an appointee, shall be responsible for keeping the complainant advised of the progress of the complaint subject always to advice and guidance from the Company Secretary/General Counsel.

• Terms of Trade:
  Any request to trade with the company on terms other than Filtronic plc's standard conditions, within authorised limits, should be forwarded to the Legal Department. All responses to such requests and the acceptance, acknowledgement or processing of relevant Orders or Contracts shall only be with the express authority of the Legal Department. The initial recipient of the request, or an appointee, shall be responsible for keeping the requestor advised of the progress of the enquiry.

• Whistle Blowers:
  See the Whistle Blowing Policy and Procedure attached.
  
  The Business Unit managers are responsible for ensuring that the Management Policy is adhered to throughout their organisation.
  
  Each Business Unit shall generate procedures, based upon the above Policy and shall make those procedures accessible to all its employees.

Hemant Mardia
Chief Executive Officer
Filtronic plc
May 2010