Corporate Governance

A Message About Corporate Governance from Armstrong’s Lead Director

Armstrong has long embraced the values embodied in our Operating Principles: integrity, respect for people and diverse backgrounds, courtesy, customer service and shareholder focus.  Consistent with these principles, we take corporate governance seriously.

Armstrong has been a leader in corporate governance for many years.  Before it became the fashion, Armstrong’s board of directors was independent.  Over three-quarters of the board has been comprised of outside directors since at least 1990. We were leaders in establishing governance principles, a board evaluation process and fully-independent audit, compensation and governance committees.  In recent years, Armstrong strengthened its corporate governance with more detailed Corporate Governance Principles, establishment of the Lead Director post, expanded committee charters and provided multiple means for shareholders to contact the board.

Our Governance strengths include:

• Our board of directors consists of all independent outside directors, with the exception of the CEO.
• Our board holds regular executive sessions without the CEO present.  The board also has regular access to Armstrong employees.
• Our audit, compensation, and governance committees all have charters to guide their activities.
• Our Corporate Governance Principles comply with (and in some cases exceed) the Sarbanes-Oxley Act and NYSE guidelines. 

I invite you to review our Corporate Governance Principles, committee charters and other materials available on our web site at Armstrong.com. We welcome your thoughts and concerns.

James J. O'Connor
Lead Director
 

Operating Principles Code of Business Conduct Code of Ethics for Financial Professionals Contact Armstrong and its Board of Directors

Corporate Governance Principles Board of Directors Board Committees Board Committee Composition

Armstrong has followed a code of ethics for many years. The Company began in a small cork-cutting shop in 1860 in Pittsburgh under its Founder, Thomas Armstrong. He was determined that his company act with fairness and in the "balanced best interests (of) customers, stockholders, employees, suppliers, community neighbors, government and the general public."

Armstrong was among the first American entrepreneurs to discard the old business maxim of Caveat emptor--"Let the buyer beware"--and replace it by practicing the principle of "Let the buyer have faith", which became an enduring motto for the Company.

To memorialize this ethical foundation and culture, in 1960 Armstrong adopted its Operating Principles which incorporate the ethical philosophy of Thomas Armstrong and his successors:

• To respect the dignity and inherent rights of the individual human being in all dealings with people.
  
  
• To maintain high moral and ethical standards to reflect honesty, integrity, reliability, and forthrightness in all relationships.
  
  
• To reflect the tenets of good taste and common courtesy in all attitudes, words and deeds.
  
  
• To serve fairly and in proper balance the interests of all groups associated with the business – customers, stockholders, employees, suppliers, community neighbors, government and the public.

In 1992, the Company built on these Operating Principles and established its “Code of Business Conduct”, which all employees, including the Chief Executive Officer, the Chief Financial Officer and the Controller, are required to observe. That Code was updated in 2000, when the current version was introduced.

In 2002, the Company adopted an additional “Code of Ethics for Financial Professionals”, which all professionals in the Company’s finance and controller functions worldwide, including the Chief Financial Officer, the Controller, and the financial management of each of its business units are required to observe.

These two Codes and the policies which they incorporate contain written standards to deter wrongdoing and to promote:

1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
   
   
2. full, fair, accurate, timely, and understandable disclosure in reports and documents filed with the SEC and in other public communications;
   
   
3. compliance with applicable governmental laws, rules and regulations;
   
   
4. the prompt internal reporting of Code violations to an appropriate person; and
   
   
5. accountability for adherence to the Codes.

These codes (and any amendments or waivers that may be allowed) are available to the public through this site.