Corporate Governance

Directors are elected annually for a term of office to expire at the succeeding annual meeting of shareholders after their election and until their successors are duly elected and qualified. All current directors were elected by the shareholders at our last annual meeting.

If any of the directors should become unavailable to serve as a director (which is not now expected), the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board.

LLOYD HOFFMAN

Has been the Chief Executive Officer of AlphaProTech since January 2016 and President since late December 2017. He joined the Company in 1991 as an accountant and was named Senior Vice President of Finance and Administration in 1999 and then held the position of Chief Financial Officer from 2002 through 2015. From 1987 to 1991, Mr. Hoffman was a partner at Software Concepts, Inc., a software developer, and was in charge of finance and administration. Mr. Hoffman has been a director since 2016.

JOHN RITOTA

Has been a director of the Company since December 18, 1991 and since 1981 to the present time has been operating a general dentistry practice, Ritota and Ritota, with his brother in Delray Beach, Florida.

DANNY MONTGOMERY

Is the Senior Vice President of AlphaProTech Building Products, Inc and Manufacturing for AlphaProTech, Inc. Mr. Montgomery has 40 years manufacturing and sales experience in various plastic and polymer industries. Mr. Montgomery joined AlphaProTech in July 1994 when the assests of Ludan Corp, a company he founded and managed, were aquired by AlphaProTech, Inc. Mr. Montgomery has been a director since June 4, 2007.

DAVID GARCIA

Has been a director of the Company since October 18, 2010. Mr Garcia is currently a private investor. He was a licensed stockbroker/producing manager from 1983-2008. Prior to entering the financial industry he was employed by CF&I Steel Corp. in the Labor Relations Dept. from 1979-1983. Mr Garcia was the Executive Director of the Wyoming Fair Employment Commission, a division of the Wyoming Dept. of Labor from 1973-1979.

JAMES BUCHAN

Has been a director in the company since 2017. He has been a Senior Manager for Bell Canada, one of the largest telecom and media companies in Canada.

DONNA MILLAR

Has been a director in the company since late 2017. Donna has been with AlphaProTech working as Investor Relations since 1989.

BENJAMIN SHAW

Worked as an auditor in public accounting for over 16 years through August 2019. Since that time, Mr. Shaw has worked for Western Governors University as the controller and senior director over accounting operations with responsibilities over internal control and internal and external financial reporting. Mr. Shaw became a director in April 2023.

 

 

Purpose
The purpose of the Nominating/Governance Committee (the "Committee") is to (1) identify and recommend to the Board of Directors (the "Board") candidates for nomination or appointment as directors, (2) review and recommend to the Board appointments to Board committees, (3) develop and recommend, to the Board, corporate governance guidelines for the Company and any changes to those guidelines, (4) review, from time to time, the Company's Code of Business Conduct and Ethics and certain other policies and programs intended to promote compliance by the Company with its legal and ethical obligations, and recommend to the Board any changes to the Code and such policies and programs, and (5) oversee the Board's annual evaluation of its own performance.

Committee Membership
The Committee shall consist of three or more directors designated by the Board, each of whom shall be an "independent director" under the company's corporate governance guidelines and the rules of the American Stock Exchange, Inc. (the "Amex"). The Board shall also designate one member of the Committee as chairperson (the "Chairperson"). Members may be removed at any time by action of the Board. All members of the Committee shall have, in the judgment of the Board, the judgment, aptitude and experience required to advise the Board on matters relating to the selection of directors and matters of corporate governance and of business conduct and ethics.

Meetings
The Committee shall meet with such frequency as the Chairperson deems necessary to fulfill its responsibilities, but no less often than four times a year. Meetings may take place in person or by teleconference, videoconference or other means of electronic communication permitted under Delaware corporate law. A quorum is one-third of the entire authorized number of members, but no fewer than two directors.

Powers and Duties
The Committee shall have the power and duty to:

1. Review and make recommendations to the Board regarding Board composition and structure, including without limitation:
2. Recommending the term of office for directors and whether or not the Board should be classified according to terms;
   Recommending retirement policies for non-employee directors; and
   Recommending the desirable ratio of employee and non-employee directors (subject to applicable Amex requirements).
   Review the performance of incumbent directors and determine whether to recommend that they be nominated for re-election to the Board, taking into account the criteria specified in the Company's corporate governance guidelines, as from time to time in effect.
   Recommend suitable candidates for election by the Board to fill vacancies on the Board, taking into account the criteria specified in the Company's corporate governance guidelines, as from time to time in effect.
   Establish criteria, under the Company's corporate governance guidelines, for membership on the Board of Directors, such as depth of experience and balance of business interests and other experience.
   Recommend to the Board the names of qualified persons to be nominated for election as directors and consider suggestions for board membership submitted by shareholders, taking into account the criteria specified in the Company's corporate governance guidelines, as from time to time in effect.
   Evaluate at least annually Company policies that may affect the recruitment of directors, including D & O insurance and indemnification bylaws, and make recommendations to the Board, or any appropriate board committee, regarding such matters.
   Review annually the assignments to Board committees (including the Committee) and make recommendations to the Board concerning such assignments, including any changes.
   Develop and recommend to the Board for its approval a set of corporate governance principles applicable to the Company and review at least annually the adequacy of those guidelines and recommend any changes to the Board that the Committee believes desirable.
   Review the adequacy of the procedures through which material information about the Company is brought to the attention of the Board and its committees and recommend to the Board any changes in those procedures.
   Review with the Company's Counsel at least annually, in the light of changing conditions, new legislation, regulations and other developments, the Company's Code of Business Conduct and Ethics, and recommend to the Board any changes that the Committee believes desirable.
   Consider and make recommendations to the Board with respect to possible waivers of conflict of interest or, if applicable, other provisions of the Company's Code of Business Conduct and Ethics and any separate Company code of ethics for senior financial officers that is adopted; and make public disclosure of any such waivers as required by the Securities Exchange Act or other applicable law or rules of the Amex.
   Establish procedures requiring management to disclose to the Committee any transaction between the Company or its affiliates and any of its officers or directors and or their affiliates (other than transactions consistent with the normal course of business and past practice as such has been disclosed to the Board or one of its committees from time to time) and advise the Board with respect to such transactions.
   Review at least annually the Company's written policies and programs governing:
   Equal Employment Opportunity
   Compliance with Antitrust Laws
   Environmental Protection
   Charitable Contributions
   Political Action/Legislative Affairs
   Employee Health and Safety
   and recommend to the Board any changes that the Committee believes desirable.
   Establish procedures for and oversee annual evaluations of the Board's performance.
   Review and assess at least annually the adequacy of this charter and recommend any changes to the Board that the Committee believes desirable.
   Conduct an annual evaluation of the Committee's performance.
   Discharge any other duty or responsibility assigned to the Committee by the Board.
   At each Board meeting, report on Committee activities.

Resources and Authority
The Committee shall have direct and unrestricted access to the Company's management and non-management employees and all corporate records and shall have the sole authority to approve the fees and retain and terminate the services of any search firm used by the Committee to identify director candidates. The Committee shall also have the authority to obtain the advice and assistance of internal or external legal, accounting or other advisors.

Delegation to Subcommittees
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

Committee Purposes
The purposes of the Audit Committee (the "Committee") are to assist Board oversight of (a) the integrity of the Company's financial statements, (b) the Company's compliance with legal and regulatory requirements, (c) the qualifications and independence of the Company's independent auditors, and (d) the performance of the Company's internal audit function and independent auditors; and to prepare the audit committee report required to be included in the Company's annual proxy statement under the applicable rules of the Securities and Exchange Commission (the "SEC").

Committee Membership
The Committee shall be comprised of three or more directors designated by the Board, all of whom shall be "independent" under the Company's corporate governance guidelines and the applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules of the Sarbanes-Oxley Act of 2002, and American Stock Exchange (the "AMEX"). Committee members may be removed or replaced by the Board at any time. Each of the members of the Committee shall be able to read and understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement within a reasonable period of time of his or her appointment to the Committee, and at least one member of the Committee shall have accounting or related financial management expertise, as such qualifications are interpreted by the Board in its reasonable business judgment. At least one member of the Committee shall also be a "financial expert," as defined under the Exchange Act and applicable SEC rules, at all times following the date that disclosure of the presence or absence of such a "financial expert" on the Committee is required under applicable SEC rules. No member of this Committee may simultaneously serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service will not impair the ability of the director to fulfill his or her obligations as a member of this Committee.

Committee Meetings
The Committee shall meet with such frequency as it deems necessary to fulfill its responsibilities, but no less often than quarterly. The Committee shall also meet separately, on a periodic basis, with management, with the Company's internal auditors and with its independent auditors. Meetings may take place in person or by teleconference, videoconference or other means of electronic communication permitted under Delaware law. The Committee may invite the Company's independent auditors, outside counsel, or any officer or employee of the Company to attend any Committee meeting in order to provide information or advice in connection with the matters to be addressed at the meeting.

Authority and Responsibilities
In fulfilling their responsibilities hereunder, it is recognized that members of the Committee are not full-time employees of the Company and are not, and do not represent themselves to be, performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures or to set auditor independence standards.

A. With respect to the independent auditors
The Committee, to the extent it deems necessary or appropriate, shall:

Have the sole authority to retain and terminate the independent auditors.
Be directly responsible for overseeing the work of the independent auditors (including the resolution of disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Committee.
Review and pre-approve (a) all engagements in connection with audit, review and attest reports required under the securities laws and, (b) subject to the provisions of the Exchange Act, any non-auditing services to be provided by the independent auditors, including the terms of the engagement and fees paid to the independent auditors, subject to the de minimus exception under the Exchange Act for the provision of nonauditing services that are approved by the Committee before the completion of the audit. The Committee may delegate to a subcommittee of one or more of its members the authority to pre-approve auditing and permitted non-auditing services. Any decision by such subcommittee to pre-approve auditing or nonauditing services shall be presented to the full Committee for its approval at its next scheduled meeting.
Evaluate, at the time of the engagement and periodically thereafter, the independence of the independent auditors and report its conclusions to the Board. In connection with such evaluation, the Committee shall require the independent auditors to deliver at least annually a formal written statement delineating all relationships between the independent auditors and the Company and addressing at least the matters set forth in Independence Standards Board Standard No. 1, as such standard may be amended, supplemented or replaced, and shall discuss with the independent auditors any relationships or services disclosed in the statement that may impact the objectivity and independence of the auditors.
Ask the Company's independent accountants to confirm, each year before work is begun on the audit of the Company's financial statements, that the persons who are serving as "audit partners," as defined in applicable SEC rules, in connection with such audit have complied with applicable SEC rules relating to audit partner rotation. The Committee shall also consider, as part of its annual review of the independence of its independent auditors, whether or not there should be a regular rotation of the independent auditing firm.
Meet with the independent auditors before each audit to discuss the planning and staffing of the audit.
Evaluate the performance of the independent auditors and the lead partner and report its conclusions to the Board. In connection with such evaluation, the Committee shall obtain, at least annually, from the independent auditors a report that describes (a) the independent auditors' internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review or peer review of the independent auditor or by any inquiry or investigation by any governmental or professional authority respecting one or more independent audits conducted by the independent auditor, and (c) any steps taken to address those issues. The Committee shall also solicit and take into account the opinions of management and of the Company's internal auditors.
Establish policies, consistent with applicable SEC rules, for hiring employees or former employees of the independent auditors who participated in the audit of the Company's financial statements.
B. With respect to oversight of the financial statements and financial disclosure, the annual external audit, and the internal audits
The Committee, to the extent it deems necessary or appropriate, shall:

Review and discuss with management and the independent auditors:
The Company's annual audited financial statements, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," prior to the filing of each Form 10-K.
The Company's quarterly financial statements, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," prior to the filing of each Form 10-Q.
The Company's earnings press releases, including the use of "pro forma" or "adjusted" non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee will not necessarily review in advance each earnings release or each instance in which the Company may provide earnings guidance but may instead discuss more generally the types of information to be disclosed and the type of presentation to be made.
Major financial reporting issues and critical judgments and estimates made in connection with the preparation of the financial statements, including any significant changes in the Company's selection or application of accounting principles, any major issues as to the adequacy of the Company's internal controls and any special audit steps adopted in light of material control deficiencies.
Analyses prepared by management and/or the independent auditors on the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company.
The Committee report to be included in the Company's proxy statement for the Company's annual meeting of stockholders.
Prior to the filing of any audit report with the SEC, obtain and discuss reports from the independent auditors on:
All critical accounting policies and practices used and judgments made in connection with the preparation of the Company's financial statements.
All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors.
Any other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
Request management and the independent auditors to identify significant financial risk exposures of the Company and review and discuss with management and the independent auditors management's steps to minimize such risk exposures, including the Company's risk assessment and risk management policies and guidelines.
Review any disclosures made to the Committee by the Company's chief executive officer and chief financial officer in connection with their certification of any Form 10-K or Form 10-Q concerning (a) any significant deficiencies in the design or operation of, or any material weaknesses in, the Company's internal controls, and (b) any fraud involving management or other employees who have a significant role in the Company's internal controls.
Discuss with the independent auditors and management any issues relating to the responsibilities, budget and staffing of the Company's internal audit function.
Review any material reports to management prepared by the internal auditors.
After the completion of the annual audit examination, review with management and the independent auditors:
The results of the audit and the independent auditors' report on the financial statements.
The matters required to be discussed with the independent auditors by Statement of Auditing Standards No. 61 relating to the conduct of the audit, as such standard may be amended, supplemented or replaced, including any audit problems or difficulties and management's response. Such discussion shall include a discussion of (i) any restrictions on the scope of the independent auditors' activities or access to requested information, (ii) any significant disagreements with management, and (iii) any communications between the audit team and the independent auditors' national office respecting auditing or accounting issues presented by the engagement.
Any other matters about the audit procedures or findings that generally accepted accounting standards require the auditors to discuss with the Committee.
Determine whether or not to recommend to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K.
C. With respect to Oversight of the Company's Compliance with Legal and Regulatory Requirements
The Committee, to the extent it deems necessary or appropriate, shall:

Discuss with management and the independent auditors any correspondence with the SEC, the NYSE or other regulatory or self-regulatory agency relating to the Company's financial reporting obligations, including any comment letters received from the SEC on the Company's financial statements and the Company's proposed response to those comments.
Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.
Develop and recommend to the Board, for its approval, a code of ethics for the Company's senior financial officers that complies with the requirements of the Exchange Act and applicable SEC rules and recommend to the Board, from time to time, for its approval, any revisions and changes to the code that the Committee believes are necessary or advisable.
Discuss with the Company's Counsel and outside counsel, as appropriate, any litigation or other legal matters that may have a material effect on the Company's financial statements or its compliance policies.
Establish procedures for monitoring compliance by the Company's employees with the Company's Code of Business Conduct & Ethics and advise the Board of any material compliance problems identified by the Committee as the result of such procedures.
Establish procedures for periodic review of the Company's retirement plans and any related trusts and advise the Board of the results of such reviews.
Obtain from the independent auditors confirmation that they have not become aware of any illegal acts that are required to be disclosed to the Committee under the Exchange Act.
D. Other Obligations
The Committee, to the extent it deems necessary or appropriate, shall:

Review and reassess this charter annually and recommend to the Board, for its approval, any revisions and changes the Committee believes are necessary or advisable.
Conduct an annual review of its own performance.
Discharge any other duty or responsibility assigned to the Committee by the Board.
Report, at each Board meeting, on Committee activities.
Resources and Authority
The Committee shall have the authority to engage, at the Company's expense and without the approval of the Board, such outside legal, accounting and other advisors as it deems necessary or appropriate to carry out its duties.

Delegation to Subcommittees
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of one or more Committee members, whether or not such delegation is expressly contemplated by this charter.

The Board of Directors of Alpha Pro Tech, Ltd. (with its subsidiaries, the "Company") has adopted this code of ethics (this "Code") to:

promote honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest;
promote full, fair, accurate, timely and understandable disclosure;
promote compliance with applicable laws and governmental rules and regulations;
ensure the protection of the Company's legitimate business interests, including corporate opportunities, assets and confidential information; and
deter wrongdoing.
All directors, officers and employees of the Company are expected to be familiar with the Code and to adhere to those principles and procedures set forth in the Code that apply to them. The Company's more detailed policies and procedures set forth in the Employee Manual are separate requirements and are not part of this Code.

For purposes of this Code, the "Code of Ethics Contact Person" will be different for various employees. The Chief Executive Officer of the Company will act as the Ethics Program Director and the Code of Ethics Contact Person for all officers, directors, managers and supervisors. All other employees will contact their supervisor or manager.

From time to time, the Company may waive some provisions of this Code. Any waiver of the Code for executive officers or directors of the company may be made only by the Board of Directors and must be promptly disclosed on a Form 8-K within five days, or by posting a notice on our website, or as otherwise may be required by SEC or American Stock Exchange rules. Any waiver for other employees may be made only by the Ethics Program Director.

I. Honest and Candid Conduct
Each director, officer and employee owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity.

Each director, officer and employee must:

Act with integrity, including being honest and candid while still maintaining the confidentiality of information where required or consistent with the Company's policies.
Observe both the form and spirit of laws and governmental rules and regulations, accounting standards and Company policies.
Adhere to a high standard of business ethics.

II. Conflicts of Interest
A "conflict of interest" occurs when an individual's private interest interferes or appears to interfere with the interest of the Company. A conflict of interest can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. For example, a conflict of interest would arise if a director, officer or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest should be discussed with the Code of Ethics Contact Person.

Service to the Company should never by subordinated to personal gain and advantage. Conflicts of interest should, wherever possible, be avoided.

In particular, conflict of interest situations involving directors, executive officers and other employees who occupy supervisory positions or who have discretionary authority in dealing with any third party specified below would include the following:

any significant ownership interest in any supplier or customer or client;
any consulting or employment relationship with any customer/client, supplier or competitor;
any outside business activity that detracts from an individual's ability to devote appropriate time and attention to his or her responsibilities with the Company;
the receipt of non-nominal gifts or excessive entertainment from any entity with which the Company has current or prospective business dealings;
being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member; and
selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable directors, officers or employees are permitted to so purchase or sell.
Such situations, if material, should always be discussed with the Code of Ethics Contact Person.

Anything that would present a conflict for a director, officer or employee would likely also present a conflict if it is related to a member of his or her family.

III. Disclosure
Each director, officer or employee involved in the Company's disclosure process, including the Chief Executive Officer, the Chief Financial Officer and the Chief Accounting Officer (the "Senior Financial Officers"), is required to be familiar with and comply with the Company's disclosure controls and procedures and internal control over financial reporting, to the extent relevant to his or her area of responsibility, so that the company's public reports and documents filed with Securities and Exchange Commission ("SEC") comply in all material respects with the applicable federal securities laws and SEC rules. In addition, each such person having direct or supervisory authority regarding these SEC filings or the Company's other public communications concerning its general business, results, financial condition and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

Each director, officer or employee who is involved in the Company's disclosure process, including without limitation the Senior Financial Officers, must:

Familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
Not knowingly misrepresent, or cause others to misrepresent, facts about the company to others, whether within or outside the Company, including to the Company's independent auditors, governmental regulators and self-regulatory organizations.
Properly review and critically analyze proposed disclosure for accuracy and completeness (or, where appropriate, delegate this task to others).
IV. Compliance
It is the Company's policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each employee, officer and director to adhere to the standards and restrictions imposed by those laws, rules and regulations.

In addition to the Company's Blackout Policy for officers and directors, it is against Company policy and in many circumstances illegal for a director, officer or employee to profit from undisclosed information relating to the Company or any other company. Any director, officer or employee may not purchase or sell any of the Company's securities while in possession of material nonpublic information relating to the Company. Also, any director, officer or employee may not purchase or sell securities of any other company while in possession of any material nonpublic information relating to that company.

Any director, officer or employee who is uncertain about the legal rules involving a purchase or sale of any Company securities or any securities in companies that he or she is familiar with by virtue of his or her work for the Company, should consult with the Company's legal counsel before making any such purchase or sale.

It is the Company's policy to comply with the anti-corruption laws of the countries in which it does business, including the U.S. Foreign Corrupt Practices Act (FCPA), which applies to its global business. The Company will not directly or indirectly offer or make a corrupt payment to government officials, including employees of state-owned enterprises. These requirements apply to all officers, directors, employees and agents, such as Third Party Sales Representatives, no matter where they are doing business. If you are authorized to engage agents, make sure that they are reputable and require them to agree in writing to the Company's standards in this area.

V. Reporting and Accountability
The Board of Directors is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any director, officer or employee who becomes aware of any existing or potential violation of this Code is required to notify the Code of Ethics Contact Person promptly. Failure to do so is itself a violation of this Code.

Any questions relating to how this Code should be interpreted or applied should be addressed to the Code of Ethics Contact Person. A director, officer or employee who is unsure of whether a situation violates this Code should discuss the situation with the Code of Ethics Contact Person to prevent possible misunderstandings and embarrassment at a later date.

Each director, officer or employee must:

Notify the Code of Ethics Contact Person promptly of any existing or potential violation of this Code.
Not retaliate against any other director, officer or employee for reports of potential violations that are made in good faith.
The Company will follow the following procedures in investigating and enforcing this Code, and in reporting on the Code:

Violations and potential violations will be reported by the Code of Ethics Contact Person to the Board of Directors or the Audit Committee, in the case of a violation by a director or executive officer, or to the Chairman of a committee of independent directors appointed by the Board of Directors, in the case of a violation by any other employee, after appropriate investigation.
Any such committee will take all appropriate action to investigate any violations reported to them after appropriate investigation.
If such committee determines that a violation has occurred, they will inform the Board of Directors, in the case of a violation by a director or executive officer, or to the Chairman of the committee, in the case of a violation by any other employee.
Upon being notified that a violation has occurred, the Board of Directors or the committee will take such disciplinary or preventive action as it deems appropriate, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of appropriate governmental authorities.

From time to time, the Company may waive some provisions of this Code. Any waiver of the Code for executive officers or directors of the Company may be made only by the Board of Directors and must be promptly disclosed as required by SEC or American Stock Exchange rules. Any waiver for other employees may be made only by the Ethics Program Director.

VI. Corporate Opportunities
Directors, officers and employees owe a duty to the Company to advance the Company's business interests when the opportunity to do so arises. Directors, officers and employees are prohibited from taking (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down. More generally, directors, officers and employees are prohibited from using corporate property, information or position for personal gain and from competing with the Company.

Sometimes the line between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits in certain activities. Directors, officers and employees who intend to make use of Company property or services in a manner not solely for the benefit of the Company should consult beforehand with the Code of Ethics Contact Person.

VII. Confidentiality
In carrying out the Company's business, directors, officers and employees often learn confidential or proprietary information about the Company, its customers, clients, suppliers, or joint venture parties. Directors, officers and employees must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of the Company, and of other companies, includes any non-public information that would be harmful to the relevant company or useful or helpful to competitors if disclosed.

VIII. Fair Dealing
We have a history of succeeding through honest business competition. We do not seek competitive advantages through illegal or unethical business practices. Each director, officer and employee should endeavor to deal fairly with the Company's customers, clients, service providers, suppliers, competitors and employees. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

IX. Protection and Proper Use of Company Assets
All directors, officers and employees should protect the Company's assets and ensure their efficient use. All Company assets should be used only for legitimate business purposes.

X. Possible Sanctions
The policies in this Code are important to the Company and must be taken seriously by all of us as employees. Accordingly, violations of these policies will not be tolerated and may result in one or more of the following sanctions, as appropriate and in accordance with local country laws:

a warning;
a reprimand (which will be noted in individual's permanent personnel record);
probation;
demotion;
temporary suspension;
dismissal;
required reimbursement of losses or damages; and/or
referral for criminal prosecution or civil action.

XI. Whistle Blower Policy
Employees may communicate with the non-management Directors as a group or any chair of the Board Committee. Such communications may be confidential or anonymous, if so designated, and may be submitted in writing to Board of Directors Communications c/o James Buchan at 53 Wellington St E, Aurora, ON. Canada L4G 1H6, or by email jwabuchan@icloud.com. Unless specifically directed to one of the Committee chairs, communications will be forwarded to the presiding Director for the next scheduled meeting of non-management Directors.

All communications received in accordance with these procedures will be reviewed by our legal counsel, who will relay all such communications (or a summary thereof) to the appropriate Director or Directors unless he or she determines that such communication:

Does not relate to the business or affairs of the Company or the functioning or constitution of the Board of Directors or any of its Committees, or
Relates to routine or insignificant matters that do not warrant the attention of the Board of Directors.
In the Alternative to the procedures outlined above any shareholder or interested party may report any suspected accounting or financial misconduct confidentially through the procedure outlined above.

Conclusion
No written Code can cover every situation that might arise or set forth a rule to follow in all situations. Obviously there are other Company policies and practices, as well as common sense standards of conduct and individual conscience, to which you are expected to adhere. Each employee is specifically given notice that he Company will enforce the rules set forth in this Code.

The Board of Directors of Alpha Pro Tech, Ltd. has constituted and established an Organizational Development & Compensation Committee with authority, responsibility and specific duties as described in this committee charter.

Composition
The committee shall consist of three Directors who are independent of the management and free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment as a committee member. Members and the Chairperson will be chosen annually by the Board of Directors.

Principal Responsibilities
Review the Company's executive compensation programs to ensure the attraction, retention and appropriate reward of executive officers, to motivate their performance in the achievement of the Company's business objectives, and to align the interest of executive officers with the long-term interests of the Company's shareholders.
Review and recommend to the Board, base salary amounts for the CEO. The CEO shall not be present during voting or deliberations with respect to his compensation.
Review and recommend to the Board, base salary amounts for the CEO and all other officers.
Review and recommend to the Board, Annual Incentive Programs and payout of such plans for the CEO and key executives.
Review and recommend to the Board, individual stock option grants, as well as all policies related to the issuance of options within the Company.
Act on recommendations of management regarding pension, 401(k) and other benefit plans established by the Company.
Review and recommend to the Board, annual performance objectives of the CEO/Company. This includes year-end and periodic reviews of CEO performance to the annual objectives.
Review and report to the Board on the Company's organizational development activities. This includes succession planning and training of all management levels.
Serve as a resource to the CEO in matters relating to succession planning, management development and talent utilization.
Conduct annual review and make recommendations to the Board on Director compensation.
Approve revisions to the Company's executive salary range structure and annual increase guidelines.
Communicate in the annual Board Compensation Committee Report to the Shareholders, the factors and criteria on which the CEO's compensation for the prior year was based, including the relationship of the Company's performance to the CEO's compensation.
When appropriate, hire experts in the field of Executive Compensation to assist the Committee with its review.
At each Board meeting, report on the Committee's activities.
Meetings
The Organizational Development & Compensation Committee will meet a minimum of four times per year, coinciding with four Board meetings. More meetings may be held as deemed necessary by the Committee Chair. Minutes of each meeting will be prepared by the committee member designated as secretary of the meeting by the Chair and will be filed with the Board.