Policy
It is the policy of Clipper Windpower Plc and its consolidated subsidiaries (the Company) to manage and operate worldwide business activities in conformity with applicable laws and high ethical standards.  Both the Board of Directors and management are determined to comply fully with the law and to maintain Clipper Windpower’s reputation for integrity and fairness in business dealings with others.

This Code of Business Conduct and Ethics (the “Code”) sets forth legal and ethical standards of conduct for directors, officers and employees of Clipper Windpower.  This Code is intended to deter wrongdoing and to promote the conduct of all Company business in accordance with high standards of integrity in compliance with all applicable laws and regulations.  This Code applies to the Company and all of its subsidiaries and other business entities controlled by it worldwide.

Responsibility
All employees, officers and directors of the Company and its subsidiaries and affiliates are expected to adhere to all ethical and legal standards as outlined in this policy (and elsewhere) and to preserve Clipper Windpower’s reputation for integrity and ethical conduct. 

The Board of Directors, or designated committee, is responsible for maintaining the Code of Conduct, including maintaining mechanisms for evaluating compliance and periodic updates as determined necessary.

If you have any questions regarding this Code or its application to you in any situation, you should contact your supervisor or the Chief Financial Officer or General Counsel.

Compliance with Laws, Rules and Regulations
The Company requires that all employees, officers and directors comply with all laws, rules and regulations applicable to the Company wherever it does business.  You are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when you are uncertain about them.

If you become aware of the violation of any law, rule or regulation by the Company, whether by its officers, employees, directors, or any third party doing business on behalf of the Company, it is your responsibility to promptly report the matter to your supervisor or to the Chief Financial Officer or General Counsel.  While it is the Company’s desire to address matters internally, nothing in this Code should discourage you from reporting any illegal activity, including any violation of the securities, antitrust and environmental laws or any other federal, state or foreign law, rule or regulation, to the appropriate regulatory authority.  Employees, officers and directors shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an employee because he or she reports any such violation, unless it is determined that the report was made with knowledge that it was false.  This Code should not be construed to prohibit you from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation.

Conflicts of Interest
Employees, officers and directors must always act in the best interests of the Company.  You must refrain from engaging in any activity or having a personal interest that presents a “conflict of interest”, real or perceived.  A conflict of interest occurs when your personal interest interferes, or appears to interfere, with the interests of the Company.  A conflict of interest can arise whenever you, as an officer, director or employee, take action or have a personal interest that influences or inhibits your ability to perform your Company duties and responsibilities with complete honesty, objectivity and effectiveness.

For example:

• No employee, officer or director shall perform services as a consultant, employee, officer, director, advisor or in any other capacity for, or have a financial interest in a competitor of the Company, public or private, other than services performed at the request of the Company and other than a financial interest representing less than one percent (1%) of the outstanding shares of a publicly-held company; and
  
  
• No employee, officer or director shall use his or her position with the Company to influence a transaction with a supplier or customer in which such person has any personal or financial interest.

Insider Trading
In general, all non-public information about the Company should be considered confidential information.  Employees, officers, and directors who have access to confidential information about the Company or any other entity, including suppliers and customers, are prohibited by law and Company policy from trading in securities of the Company or such other companies, as well as from communicating such information to others who might trade on the basis of that information.

To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal.  If you have any questions, please consult the Company’s Code for Dealing in Shares, or contact the CFO or Treasurer.

Confidentiality
Employees and officers must maintain the confidentiality of proprietary information entrusted to them by the Company or its customers or suppliers, except when disclosure is authorized in writing by the Chief Financial Officer or required by laws or regulations.  Proprietary information includes all non-public information that might be of use to competitors or harmful to the Company or its customers or suppliers if disclosed.  It includes information that suppliers and customers have entrusted to us. The obligation to preserve proprietary information continues even after employment ends.

Third parties may ask you for information concerning the Company.  Subject to the exceptions noted in the preceding paragraph, employees, officers and directors (other than the Company’s authorized spokespersons) must not discuss internal Company matters with, or disseminate internal Company information to, anyone outside the Company, except as required in the performance of their Company duties and, when appropriate, after a confidentiality agreement is in place.  This prohibition applies particularly to inquiries concerning the Company from the media, market professionals (such as securities analysts, institutional investors, investment advisers, brokers and dealers) and security holders.  All responses to inquiries on behalf of the Company must be made only by the Company’s authorized spokespersons.  If you receive any inquiries of this nature, you must decline to comment and refer the inquirer to your supervisor or one of the Company’s authorized spokespersons.

Honest and Ethical Conduct and Fair Dealing
Employees, officers and directors should endeavor to deal honestly, ethically and fairly with the Company’s suppliers, customers, competitors and employees.  Statements regarding the Company’s products and services must not be untrue, misleading, deceptive or fraudulent. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

Protection and Proper Use of Corporate Assets
All employees and officers should protect the Company’s assets and ensure their efficient use.  Theft, carelessness, and waste have a direct impact on the Company’s profitability.  All Company assets are to be used for legitimate Company purposes.  Any suspected incident of fraud or theft should be immediately reported for investigation.  For information on how to report suspected fraud or other inappropriate activities, please see the section below on “Reporting and Compliance Procedures.”

The obligation of employees and officers to protect the Company’s assets includes the Company’s proprietary information.  Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports.  Unauthorized use or distribution of this information is a violation of Company policy.  It could also be illegal and result in civil or criminal penalties.

Gifts and Gratuities
The use of Company funds or assets for gifts, gratuities or other favors to employees or government officials is prohibited, except to the extent such gifts are in compliance with applicable law, insignificant in amount and not given in consideration or expectation of any action by the recipient.

Employees, officers and directors must not accept, or permit any member of his or her immediate family to accept, any gifts, gratuities or other favors from any customer, supplier or other person doing or seeking to do business with the Company, other than items of insignificant value.  Any gifts that are not of insignificant value should be returned immediately and reported to your supervisor.  If immediate return is not practical, they should be given to the Company for charitable disposition or such other disposition as the Company, in its sole discretion, believes appropriate.

Common sense and moderation should prevail in business entertainment engaged in on behalf of the Company.  Employees, officers and directors should provide, or accept, business entertainment to or from anyone doing business with the Company only if the entertainment is infrequent, modest and intended to serve legitimate business goals.

Bribes and kickbacks are criminal acts, strictly prohibited by law.  You must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world.

Political Contributions
Except as approved in advance by the Chief Executive Officer or Chief Financial Officer, the Company prohibits political contributions (directly or through trade associations) by the Company or its business units. This includes: (a) any contributions of Company funds or other assets for political purposes, (b) encouraging individual employees to make any such contribution; or (c) reimbursing an employee for any contribution.

The Company encourages its employees at all levels to exercise their rights of citizenship by voting, making personal political contributions if they wish to do so with their own funds, and by being otherwise politically active in support of candidates or parties of the employee’s own personal selection.

Such political activity by the Company’s employees must be engaged in strictly in their individual and private capacities as responsible citizens, and not on behalf of the Company.  No Company employee may receive any direct or indirect reimbursement or offsetting refund of any nature with respect to political contributions made by them in any form.

Foreign Corrupt Practices Act
The United States Foreign Corrupt Practices Act of 1977 prohibits United States companies, their subsidiaries, affiliates, stockholders, directors, agents, officers and employees (wherever located) from the payment of or authorization of the giving or offering of anything of value (including travel or entertainment), directly or indirectly, to a foreign official for the purpose of:

• influencing any act or decision of such foreign official;
• inducing such foreign official to use his influence; or
• securing any improper advantage
• to assist in obtaining business for or directing business to any person.

There is an exception to the antibribery prohibition for payments to facilitate or expedite performance of a "routine governmental action."  The statute lists the following examples: obtaining permits, licenses, or other official documents; processing governmental papers, such as visas and work orders; providing police protection, mail pick-up and delivery; providing phone service, power and water supply, loading and unloading cargo, or protecting perishable products; and scheduling inspections associated with contract performance or transit of goods across country.  Such facilitation payments should be small (typically not more than $100) and must be made to a low-level official performing a purely ministerial duty, such as processing government papers, hooking up phone service or similar tasks.

Under the accounting standards provision of the Foreign Corrupt Practices Act, all payments, including facilitation payments, must be properly recorded in the company’s accounts.  Recording of payments in any way which would conceal their true nature would be a violation of the Foreign Corrupt Practices Act accounting standards.  No fictitious invoices, documents, etc. shall be involved in any such transaction. No accounting record or document shall be falsified in any manner which may obscure or disguise the true nature of the transaction.

State and local laws, as well as the laws of many other countries, also prohibit various forms of bribery. Employees must be aware of such laws in the areas in which they operate.  All employees of the Company shall refrain from any acts which are prohibited by the Foreign Corrupt Practices Act and these similar laws.  Importantly, all employees also are responsible for ensuring that agents, consultants and others comply with these laws when they act on behalf of the Company.

Accuracy of Books and Records and Public Reports
As a public company, it is necessary that the Company’s filings with regulatory agencies and/or exchanges be accurate and timely.  The Company expects employees and officers to take this responsibility very seriously and provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.

The Company’s policy is to comply with all financial reporting and accounting regulations applicable to the Company.  If any employee or officer has concerns or complaints regarding accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns by one of the methods described in “Concerns Regarding Accounting or Auditing Matters” or the “Reporting and Compliance Procedures” sections, below.

Concerns Regarding Accounting or Auditing Matters
Employees with concerns regarding questionable accounting or auditing matters or complaints regarding accounting, internal accounting controls or auditing matters may confidentially, and anonymously if they wish, submit such concerns or complaints in writing to the Director of Internal Audit; the Director of Human Resources; and/or the Chairman of the Audit Committee of the Board of Directors. Additionally employees also have the option to file a written report via the Clipper Integrity Website: 
https://www.integrity-helpline.com/Clipper.jsp or file a verbal report via the Clipper Integrity Hotline at (866) 455-1613.  See also, “Reporting and Compliance Procedures.” All such concerns and complaints will be reviewed by the Internal Audit Director and reported to the Chairman of the Audit Committee of the Board of Directors.  A record of all complaints and concerns received will be provided to the full Audit Committee each fiscal quarter.

The Audit Committee will evaluate the merits of any concerns or complaints received by it and authorize such follow-up actions, if any, as it deems necessary or appropriate to address the substance of the concern or complaint.

The Company will not discipline, discriminate against or retaliate against any employee who reports a complaint or concern, unless it is determined that the report was made with knowledge that it was false.

Dealings with Independent Auditors
No employee, officer or director shall, directly or indirectly, make or cause to be made a materially false or misleading statement to an accountant in connection with any audit, review or examination of the Company's financial statements or the preparation or filing of any document or report with the London Stock Exchange.  No employee, officer or director shall, directly or indirectly, omit to state, or cause another person to omit to state, any material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to, an accountant in connection with any audit, review or examination of the Company's financial statements or the preparation or filing of any document or report with the SEC.

No employee, officer or director shall, directly or indirectly, take any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of the Company’s financial statements.

Waivers of this Code of Business Conduct and Ethics
While some of the policies contained in this Code must be strictly adhered to and no exceptions can be allowed, there may be certain cases where exceptions may be appropriate.  Any employee or officer who believes that a waiver of any of these policies is appropriate in his or her case should first contact his or her immediate supervisor.  If the supervisor agrees that a waiver is appropriate, the prior approval of the Chief Financial Officer or General Counsel must be obtained.  The Chief Financial Officer or General Counsel shall be responsible for maintaining a record of all requests by employees for waivers of any of these policies and the disposition of such requests.  The Audit Committee of the Board of Directors shall periodically review the record of waiver requests and their disposition.

Any executive officer or director who seeks a waiver of any of these policies should contact the Chairman of the Audit Committee of the Board of Directors.  Any waiver of this Code for executive officers or directors or any change to this Code that applies to executive officers or directors may be granted only by the Board of Directors of the Company and will be disclosed as required by law or stock market regulation.

Reporting and Compliance Procedures
Every employee, officer and director has the responsibility to ask questions, seek guidance, and report suspected violations and express concerns regarding compliance with this Code.  Any employee, officer or director who knows or believes that any other employee or representative of the Company has engaged or is engaging in Company-related conduct that violates applicable law or this Code should report such information to his or her supervisor or to: the Director of Internal Audit; the Director of Human Resources; and/or the Chairman of the Audit Committee of the Board of Directors.

While we prefer that you identify yourself when reporting violations so that we may follow up with you for additional information, you may report such conduct openly or anonymously without fear of retaliation.  The Company will not discipline, discriminate against or retaliate against any employee who reports such conduct, unless it is determined that the report was made with knowledge that it was false, or who cooperates in any investigation or inquiry regarding such conduct.  Any supervisor who receives a report of a violation of this Code must immediately inform the Director of Internal Audit or the Director of Human Resources.

You may report violations of this Code, on a confidential or anonymous basis, by fax, mail or e-mail (please refer to Appendix 1 for specific contact information).  If you choose not to report conduct violations directly to Clipper management or to the Audit Committee, you also have available to use if you wish a toll-free telephone number: (866) 455-1613 (Clipper’s Integrity Hotline) or website: https://www.integrity-helpline.com/Clipper.jsp. (Clipper’s Integrity Website) both of which are provided by an independent third-party service provider.

If the Internal Audit Director or Human Resources Director receives information regarding an alleged violation of this Code, he or she shall, as appropriate, (a) evaluate such information, (b) if the alleged violation involves an executive officer or a director, inform Chairman of the Audit Committee of the Board of Directors and/or the Chief Executive Officer as applicable of the alleged violation, (c) determine whether it is necessary to conduct an informal inquiry or a formal investigation and, if so, initiate such inquiry or investigation; (d) document both the allegation and the resolution in a case management system provided by an independent third-party service provider; and (e) report the results of any such inquiry or investigation, together with a recommendation as to disposition of the matter, to applicable parties. Employees, officers and directors are expected to cooperate fully with any inquiry or investigation by the Company regarding an alleged violation of this Code. Failure to cooperate with any such inquiry or investigation may result in disciplinary action, up to and including discharge.

The Company shall determine whether violations of this Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee who has violated this Code.  In the event that the alleged violation involves an executive officer or a director, the Chief Executive Officer and the Board of Directors, respectively, shall determine whether a violation of this Code has occurred and, if so, shall determine the disciplinary measures to be taken against such executive officer or director.

Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, and reductions in salary, discharge and restitution.  Certain violations of this Code may require the Company to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution.  Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, up to and including discharge.

Dissemination and Amendment
This Code shall be distributed to each new employee, officer and director of the Company upon commencement of his or her employment or other relationship with the Company and shall also be distributed annually to each employee, officer and director of the Company, and each employee, officer and director shall certify that he or she has received, read and understood the Code and has complied with its terms.

With the concurrence of the Board of Directors, the Company reserves the right to amend, alter or terminate this Code at any time for any reason.  The most current version of this Code can be found on the Company website.

This document is not an employment contract between the Company and any of its employees, officers or directors.

Approvals
Approved by the Clipper Windpower Board of Directors on September 19, 2007.