Corporate Governance

Conserving Resources.
Improving Life.

  • The primary responsibility of the Board is to oversee the business affairs of Valmont Industries. The Board exercises its business judgment to act in what each director reasonably believes to be the best interests of Valmont Industries and its stockholders. The Board selects the Chief Executive Officer, who is responsible for the day-to-day conduct of the Company's business.

    1. Qualification of Board Members. The Board will have a majority of directors who meet the criteria for independence established by the New York Stock Exchange. The Governance and Nominating Committee will review with the Board the requisite skills and characteristics for new Board members. This assessment will include members' qualification as independent as well as consideration of background, board skill needs, diversity and business experience.

    2. Independence. The Board must affirmatively determine that a director has no material relationship with Valmont in order for the director to be considered independent under New York Stock Exchange standards. The Board has established the following guidelines in connection with director independence determinations:

    a. A director will not be independent if, within the preceding three years: (1) the director was employed by Valmont or an immediate family member of the director was an executive officer of Valmont, (2) a Valmont executive officer was on the Human Resources Committee of the board of directors of a company which employed the Valmont director or which employed an immediate family member of the director as an executive officer, or (3) the director or the director's immediate family member received more than $120,000 during any twelve-month period in direct compensation from Valmont (other than director and committee fees).

    b. A director will not be independent if (1) the director is an executive officer or an employee, or the director's immediate family member is an executive officer, of another company and (2) the other company made payments to, or received payments from, Valmont for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000 or 2% of either (i) such other company's consolidated gross revenues or (ii) Valmont's consolidated gross revenues.

    c. A director will not be independent if: (1) the director or an immediate family member is a current partner of Valmont's independent auditor, (2) the director is an employee of Valmont's independent auditor, (3) the director has an immediate family member who is a current employee of Valmont's independent auditor and who personally works on Valmont's audit, or (4) the director or an immediate family member was within the last three years a partner or employee of Valmont's independent auditor and personally worked on Valmont's audit within that time.

    d. For relationships not covered by the foregoing standards, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, shall be made by the directors who satisfy the above independence standards. The Board's determination of each director's independence will be disclosed annually in the Company's proxy statement.

    e. Contributions to tax-exempt organizations shall not be considered "companies" for purposes of these independence standards. However, Valmont will disclose in its annual proxy statement any such contribution which it makes to a tax-exempt organization in which a director serves as an employed executive officer if, within the preceding three years, contributions in any fiscal year exceeded the greater of $1,000,000 or 2% of such tax-exempt organization's consolidated gross revenues.

    3. Selection of Board Members. Nominees for directorship will be recommended to the Board by the Governance and Nominating Committee in accordance with the policies and principles in its Charter.

    4. Orientation and Continuing Education of Board Members. The Company will conduct an orientation program for new directors following the meeting at which the new director is elected. The orientation will include presentations by senior management with respect to the Company's principal businesses, strategic plans, financial reporting, and its auditing processes. The Board will periodically receive materials and briefing sessions to continue their education on subjects that assist directors in the discharge of their duties.

    5. Compensation of Board Members. The compensation of directors will be periodically reviewed by the Human Resources Committee which shall make recommendations to the Board. Director compensation should consist of an appropriate mix of cash and stock/options.

    6. Chairman of the Board. The Chairman of the Board will be selected by the Board. The Board may select the Chief Executive Officer as Chairman if that seems best for the Company at a given point in time.

    7. Lead Director. The Board will select a lead director from the independent directors if the positions of Chairman and Chief Executive Officer are held by the same person. The lead director will preside at executive sessions of the Board and shall act as a liaison between the directors and the Chief Executive Officer.

    8. Size of the Board. The Board will assess its size from time to time. The Board believes that a size of seven to ten is presently best for the Company.

    9. Committees of the Board. The Board will at all times have an Audit Committee, a Human Resources Committee, and a Governance and Nominating Committee. All members of these committees will be independent directors under the criteria established by the New York Stock Exchange. The Board may from time to time establish additional committees as necessary or appropriate. Committee members will be appointed by the Board. The Governance and Nominating Committee will periodically consider the rotation of committee members, but rotation is not mandated as a policy.

    Each committee will have its own charter. The charters will set forth the purposes of the committees as well as qualifications for committee membership.

    The Chairman of each committee will determine the frequency and length of committee meetings and will develop the committee's agenda for each meeting.

    10. Director Time Commitments. Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with the member's service as a director. Directors should advise the Chairman of the Governance and Nominating Committee in advance of accepting an invitation to serve on another public company board.

    11. Change in Director Professional Responsibilities. Individual directors who change the responsibility they held when they were elected to the Board should volunteer to resign from the Board. Such persons should not necessarily leave the Board. This provides an opportunity for the Board through the Governance and Nominating Committee to review the continued appropriateness of Board membership under the circumstances.

    12. Retirement of Directors. No director may be nominated to a new term if he or she would be over age 73 at the time of the election.

    13. Term Limits of the Board. The Board does not believe it should establish term limits. Such limits may lose the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and therefore provide an increasing contribution to the Board. As an alternative to term limits, the Governance and Nominating Committee will review each director's continuation on the Board every three years.

    14. Agenda and Meetings; Board Information. The Chairman will establish the agenda for each Board meeting. The Chairman will consult with the lead director in connection with establishing the agenda. Each Board member may suggest the inclusion of items on the agenda. Each Board member may raise at any Board meeting subjects that are not on the agenda for that meeting.

    Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed to prepare for meetings. Information that is important to the Board's understanding of the business to be conducted at a Board or committee meeting should generally be distributed in writing to the directors before the meeting. Directors have a fiduciary duty to hold in confidence information about the Company which he or she obtains as a director.

    15. Strategic Planning. The Board will review the Company's long-term strategic plan during at least one Board meeting each year.

    16. Chief Executive Officer Evaluation. The performance of the Chief Executive Officer will be reviewed by the Board at least annually. Such review will be subsequent to recommendations from the Human Resources Committee with respect to long and short term compensation goals and performance of the Chief Executive Officer.

    17. Management Succession. The Chief Executive Officer will report annually to the Board on the Company's program for succession and management development. The Chief Executive Officer should make available to the Board his or her recommendations and evaluations of potential successors.

    18. Access to Executive Officers and Independent Advisors. Directors have full access to executive officers of the Company. The Board welcomes regular attendance at each Board meeting of executive officers and other members of senior management of the Company. The Board and each Committee may retain independent financial, legal and other advisors to assist in the performance of its duties.

    19. Board Interaction with Company Constituencies and the Public. Management speaks for the Company. Communications about the Company with the press, media and other constituencies should be made by management. Individual Board members may, from time to time, at the request of the Chief Executive Officer, meet or otherwise communicate with various constituencies of the Company.

    20. Executive Sessions of the Board. The non-management directors will meet in executive session as a part of each regularly scheduled Board meeting. The lead director will chair such meetings.

    21. Board Evaluation. The Governance and Nominating Committee is responsible for coordinating an annual self-evaluation by the directors of the Board's performance. The Governance and Nominating Committee will oversee that comments from all directors are discussed with the full Board on an annual basis.

    22. Communications to Directors. Interested parties may communicate with the Company's lead director by writing to the special address published on the Company's public website. Any person who has a concern about the Company's accounting, internal accounting controls or auditing matters may communicate such concerns to the Company's Audit Committee, which communications may be confidential or anonymous and may be submitted in writing to the special address published on the Company's public website. All such concerns will be reviewed and addressed by the Internal Audit office and/or the Human Resources office as appropriate. The status of all outstanding concerns will be reported at each meeting of the Audit Committee. The Company's Code of Business Conduct prohibits any person from retaliating against an employee for any report made in good faith.

  • Valmont’s inherent commitment to social responsibility is reflected in our Corporate Tag Line, Conserving Resources, Improving Life.

    We embrace social responsibility in our products, the way we conduct our business, and in our relations with customers, employees, vendors, shareholders and communities.

    Products:

    Our center pivot irrigation products for large scale agriculture have literally transformed the face of the earth. More than any other technology currently available Valmont’s irrigation products reduce the enormous use of fresh water by agriculture. We believe that mechanized irrigation equipment is the leader among products and technologies that have a strong impact on conserving fresh water.

    Our support structures for lighting and traffic benefit lives by providing safer traffic control and public illumination. They are compatible with newer LED technologies, which consume less electricity and support ‘dark sky’ initiatives.

    Our support structures for Utility lines facilitate the transmission of electricity from the power plant to the home or business. Utility structures are an essential element of modern infrastructure that enables economic growth and development.

    Since the majority of our pole products are manufactured from steel, they benefit the environment due their ability to be recycled. Further benefits arise when steel poles replace treated wood structures. Treated wood structures draw upon limited natural timber resources and the chemical treatment applied can create environmental risk.

    Employees:

    Embodied in our vision statement is our commitment to hiring employees that share our corporate values of passion and integrity.

    We seek to be the employer of choice in our communities by offering the most competitive working environment and benefits.

    Valmont is an equal opportunity employer.

    We encourage the growth and development of our workforce. Qualified employees can apply for tuition reimbursement for higher education classes. In our Valley, Nebraska location, employees can take degree track classes on site offered by a local university.

    Safety:

    A core principle is our company wide commitment to providing a safe work environment and enforcing safe work practices. To that end our corporate safety director oversees the administration of site safety training and practices. Safety incidents, while infrequent, are reported and discussed by senior management on a weekly basis. Each site has local safety coordinators who with each employee’s cooperation monitor and survey for the elimination of hazards. While this has resulted in safety records below industry averages, we are not satisfied, because ultimately only an injury free environment is acceptable.

    Environment:

    Besides the enormous beneficial impact our products have on the environment, we insist that our manufacturing processes have minimal impact on the environment. We conform to environmental regulations and audit our sites to ensure they are in compliance. Our corporate director of environment and safety, along with his staff schedule and perform site audits for compliance. Additionally, in our Mergers and Acquisitions process, an environmental audit and full compliance with environmental regulations are a requirement in the due diligence process.

    Energy:

    As users of energy in the form of electricity and natural gas in our manufacturing process, we recognize that conservation benefits Valmont in two ways. One, by reducing our costs, and two, by reducing our impact on the environment. To that end Valmont monitors its energy consumption patterns and looks for opportunities to conserve. From shutting off lights in unused rooms to turning down thermostats at night, Valmont believes that less is more when it comes to the use of energy.

    Ethics:

    Our managers undergo regular web-based training on ethics and compliance with corporate policies. For further information, please follow this link to read our Code of Business conduct.

    Governance:

    Please follow this link to read our Corporate Governance Principles.

  • Download Valmont's Code of Business Conduct

     

     

     

     

     

     

  • General

    The honesty and integrity of senior officers is fundamental to the reputation and success of Valmont. Our senior officers are subject to the provisions of our Code Of Business Conduct which is applicable to all of Valmont's employees. Our chief executive officer and senior financial officers are also subject to the additional specific policies set forth in this Code of Ethics.

    Applicability

    This Code of Ethics applies to Valmont's senior officers. Our senior officers are the chief executive officer, the chief financial officer and the controller.

    Standards of Conduct

    Each senior officer shall, in the performance of duties for Valmont, to the best of the officer's knowledge and ability:

    1. Act with honesty and integrity, and ethically handle any actual or apparent conflicts of interest between personal and professional relationships.

    2. Disclose to the Audit Committee any material transaction or relationship that could reasonably be expected to give rise to a personal conflict of interest.

    3. Provide, or cause to be provided, full, fair, accurate, timely and understandable disclosure in reports and documents that Valmont files with, or submits to, the Securities and Exchange Commission and in other public communications made by Valmont.

    4. Comply with applicable government laws, rules and regulations.

    5. Maintain the confidentiality of information acquired in the course of the performance of his or her duties and not use such confidential information for personal advantage.

    6. Use, or cause to be used, all corporate assets entrusted to such officer in a responsible manner and in the best interests of Valmont.

    7.  Promote, as appropriate, the provisions of Valmont's Code Of Business Conduct relating to the reporting by employees of improper accounting or financial reporting without fear of retaliation.

    8. Promptly report any violations of this Code of Ethics to the Audit Committee, and promote the prompt reporting of violations of the company's Code Of Business Conduct to the persons identified in that Code.

    Violations and Waivers

    The Audit Committee shall determine, or designate appropriate persons to determine, remedial actions to be taken in the event of a violation of the Code of Ethics. Such actions shall be reasonably designed to deter wrongdoing and promote accountability for adherence to the Code of Ethics. The Audit Committee has full and discretionary authority to approve any amendment to or waiver from this Code of Ethics for senior officers; any such amendment or waiver shall be promptly disclosed as required by applicable law or regulation.

  • The Audit Committee is appointed by the Board of Directors to assist the Board by reviewing (1) the integrity of the financial statements of the Company, (2) the qualifications, independence and performance of the Company's independent auditors and internal auditing department, and (3) the compliance by the Company with legal and regulatory requirements.

    Audit Committee Structure, Composition and Processes:

    1. The members of the Audit Committee, at least three in number, shall be appointed by the Board and shall meet the independence and experience requirements of the New York Stock Exchange. At least one member of the Audit Committee shall be a financial expert as defined by the Securities and Exchange Commission. Audit Committee members shall not simultaneously serve on the audit committees of more than two other public companies.

    2. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Audit Committee shall have the responsibilities and powers set forth in this Charter; however, it is the responsibility of management and the independent auditors, and not the Audit Committee, to plan and conduct audits and to determine that the Company's financial statements are in accordance with generally accepted accounting principles.

    3. The Audit Committee shall have the authority to retain legal, accounting and other advisors to assist the Committee in its functions. The Company shall provide funding for such Audit Committee actions and for compensation of any external auditor engaged by the Audit Committee and for ordinary administrative expenses of the Audit Committee.

    4. The Audit Committee shall make regular reports to the Board. The Audit Committee shall annually evaluate its performance.

    Independent Auditor Selection and Evaluation:

    5. The Audit Committee shall have sole authority to appoint the independent auditors (subject to stockholder approval), which firm is ultimately accountable to the Audit Committee and the Board. The Audit Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting).

    6. The Audit Committee shall evaluate the performance of the lead audit partner and of the independent auditors, and if so determined by the Audit Committee, replace the independent auditors. The independent auditor shall report directly to the Audit Committee.

    Proxy Statement Report:

    7. The Audit Committee shall meet to review and discuss the annual audited financial statements, including reviewing the specific disclosures made in management's discussion and analysis, with management and the independent auditors.

    8. The Audit Committee shall discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards relating to the conduct of the audit.

    9. The Audit Committee shall receive periodic reports from the independent auditors regarding the auditor's independence (including disclosures required by the Public Company Accounting Oversight Board), discuss such reports with the auditors, and take appropriate action to oversee the independence of the auditors.

    10. Based on the review and discussions referenced in the preceding three paragraphs, the Audit Committee shall determine whether to recommend to the Board that the audited financial statements be included in the Company's annual report on Form 10-K for filing with the Securities and Exchange Commission.

    11. The Audit Committee shall prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statements.

    Independent Auditor Oversight:

    12. The Audit Committee shall meet with the independent auditors prior to the annual audit to review the planning and staffing of the audit.

    13. The Audit Committee shall review with the independent auditors any problems or difficulties that the auditors may have encountered in connection with the audit. The Audit Committee shall review issues raised by the management letter provided by the auditors and the Company's response to those issues.

    14. The Audit Committee shall meet to review and discuss the Company's quarterly financial statements, including reviewing the specific disclosures made in management's discussion and analysis with the independent auditors and management.

    15. The Audit Committee shall (1) ensure the rotation of the lead audit partner and other audit partners as required by law, and (2) establish policies for the Company's hiring of employees or former employees of the independent auditor.

    Internal Audit Oversight:

    16. The Audit Committee shall provide oversight of the Company's internal audit function, including reviewing reports on the organizational structure, budget, plans and results of internal audit activities and adequacy of the Company's internal controls.

    17. The Audit Committee shall review the appointment and replacement of the senior internal auditing executive, and shall review significant issues identified by the internal auditing department.

    Additional Audit Committee Action:

    18. The Audit Committee shall pre-approve all auditing services and permitted non-audit services to be performed by the independent auditor. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members the authority to grant such pre-approvals. The Audit Committee shall consider whether the provision of permitted non-audit services is compatible with maintaining the independent auditor's independence.

    19. The Audit Committee shall 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 employees of concerns regarding questionable accounting or auditing matters.

    20. The Audit Committee shall discuss with management the Company's earnings press releases, including the use of any non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).

    21. The Audit Committee shall review disclosures made by the Company's Chief Executive Officer and Chief Financial Officer during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company's internal controls.

    Reports to the Audit Committee:

    22. The Audit Committee shall review reports from the independent auditors on (1) critical accounting policies and practices to be used, (2) alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor, and (3) other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.

    23. The Audit Committee shall review a report from the independent auditor at least annually regarding (1) the independent auditor's internal quality-control procedures, (2) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (3) any steps taken by the independent auditor to deal with such issues, and (4) all relationships between the independent auditor and the Company.

    24. The Audit Committee shall review reports from management and/or the independent auditor with respect to (1) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles, and (2) the effect of regulatory and accounting initiatives on the financial statements of the Company.

    25. The Audit Committee shall obtain reports from management, the Company's internal auditing department, the Company's independent auditors, and the Company's general counsel with respect to (1) the Company's policies and procedures regarding compliance with applicable laws and regulations, (2) compliance with the Company's Code of Business Conduct and the Company's Code of Ethics for Senior Officers, (3) the Company's processes for assessing and controlling operational, compliance and financial risk exposures, and (4) the status of significant legal matters.

    26. The Audit Committee shall meet separately, periodically, with the Chief Financial Officer, the senior internal auditing executive and the independent auditors. The Audit Committee may request any member of management to attend a meeting of the Audit Committee.

  • Purpose

    The Human Resources Committee is appointed by the Board of Directors to assist the Board in fulfilling its responsibilities relating to compensation of the Company’s directors, executive officers and other selected employees, and programs for management level development and succession planning. The Committee has responsibility for reviewing, evaluating and approving compensation plans, policies and programs for the Company’s directors, executive officers and other selected employees.

    The Human Resources Committee has the authority and responsibilities described in this Charter. This Charter has been adopted by the Board of Directors. The Human Resources Committee will review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

    Committee Membership

    The Human Resources Committee will be comprised of at least three directors who shall meet the independence requirements established by the New York Stock Exchange. The members shall qualify as “non-employee directors” for purposes of Rule 16(b)-3 under the Securities Exchange Act of 1934 and shall satisfy the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code. The members of the Human Resources Committee will be appointed and replaced by the Board.

    Committee Authority and Responsibilities

    - The Committee will annually review and approve corporate goals and objectives relevant to Chief Executive Officer compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and together with the other independent directors, determine and approve the Chief Executive Officer’s compensation levels based on such evaluation.

    - The Committee will annually review and approve corporate goals and objectives for other executive officers and selected employees and approve the compensation of such persons.

    - The Committee will periodically review and make recommendations to the Board with respect to the compensation of directors.

    - The Committee will review and make recommendation to the Board with respect to equity and non-equity incentive compensation plans requiring stockholder approval. The Committee will establish equity and non-equity incentive programs pursuant to the stockholder-approved plans, and establish other plans and programs not subject to stockholder approval. The Committee will administer such incentive compensation plans and approve awards under such plans as the Committee deems appropriate.

    - The Committee will also review and approve employment agreements, severance agreements and any other compensation for executive officers and other selected employees.

    -  The Committee will review and approve stock ownership guidelines for directors, executive
    officers and other selected employees.

    - The Committee will review the Company’s management level organization and programs for management development and succession planning, and report periodically to the Board on the progress of these programs.  The Committee will review reports from management on human resources topics as determined by the Committee.

    - The Committee will have the authority to retain and obtain the advice of a compensation consultant, independent legal counsel or other advisor. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any such advisor.  The Company shall provide for appropriate funding, as determined by the Committee, for the payment of reasonable compensation to such advisors. The Committee shall consider factors established by regulatory authorities with respect to the independence of such advisors.

    - The Committee will prepare the compensation committee report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement. The Committee will review and discuss with Company management the Compensation Discussion and Analysis to be included in the Company’s annual proxy statement and determine whether to recommend to the board of directors that the Compensation Discussion and Analysis be included in the proxy statement.

    - The Committee will oversee a periodic review of whether the Company's compensation programs create incentives for inappropriate or excessive risk.

    - The Committee will make regular reports to the Board. The Committee will annually review its own performance.

  • Purpose

    The Governance and Nominating Committee is appointed by the Board of Directors to assist the Board by (1) recommending to the Board corporate governance principles for the Company and (2) identifying qualified candidates for membership on the Board, proposing to the Board a slate of directors for election by the stockholders at each annual meeting, and proposing to the Board candidates to fill vacancies on the Board.

    The Governance and Nominating Committee has the authority and responsibilities described in this Charter. This Charter has been adopted by the Board of Directors. The Governance and Nominating Committee will review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

    Committee Membership

    The Governance and Nominating Committee will be comprised of at least two directors who shall meet the independence requirements established by the New York Stock Exchange. The members of the Governance and Nominating Committee will be appointed and replaced by the Board.

    Committee Authority and Responsibilities

    - The Committee will recommend to the Board corporate governance principles and guidelines for the Company. The Committee will review and reassess the adequacy of the corporate governance principles and guidelines on an annual basis and recommend any proposed changes to the Board for approval.

    - The Committee will coordinate an annual self-evaluation by the directors of the Board's performance. The Committee will oversee that comments from all directors are discussed with the full Board on an annual basis.

    - The Committee will consider the appropriate skills and characteristics required of Board members, including background, board skill needs, diversity and business experience, and recommend qualified candidates to the Board.

    - The Committee will have authority to retain any search firm used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms. The Committee will also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

    - The Committee will make regular reports to the Board.

    - The Committee will annually review its own performance.

  • Any person who has a complaint or concern about Valmont's accounting, internal accounting controls or auditing matters may communicate such complaints or concerns to the Company's Audit Committee, which communications may be confidential or anonymous and may be submitted in writing to:

    Valmont Industries, Inc. Audit Committee

    Valmont Industries, Inc.

    663 N 132nd St.

    Box #145

    Omaha, Nebraska 68154

    All complaints and concerns will be reviewed by the Corporate Secretary.

    The status of all outstanding complaints or concerns will be reported at each meeting of the Audit Committee. The Company's Code of Business Conduct prohibits any person from retaliating against an employee for any report made in good faith.

  • Valmont's Lead Director is Kenneth E. Stinson. Interested parties may communicate with Valmont's Lead Director by writing to:

    Lead Director of Valmont Board of Directors

    Valmont Industries, Inc.

    663 N 132nd Street

    Box #145

    Omaha, Nebraska 68154

    All communications will be reviewed by the Corporate Secretary.

    The status of all communications will be reported to the Lead Director. The Company's Code of Business Conduct prohibits any person from retaliating against an employee for any report made in good faith.

  • Valmont supports the objective of preventing armed groups in the Democratic Republic of the Congo (DRC) or adjoining countries from benefitting from sourcing of conflict minerals from that region. Conflict minerals include gold, tin, tantalum, and tungsten. The Dodd-Frank Act and related SEC rules require public companies to report to the SEC the presence of conflict minerals originating in the DRC or adjoining countries in the products they manufacture or contract to manufacture if the conflict minerals are necessary to the functionality or the production of a product.

    Valmont does not source conflict minerals directly from smelters or mines. However, Valmont evaluates its product line to determine which components of its products supplied by third parties contain tin, tungsten, tantalum, and / or gold. When Valmont determines a third party component contains any of these minerals, it surveys the suppliers of the product component on their sourcing, using an industry-approved survey for conflict minerals.

    Valmont is committed to responsible conflict-free sourcing and to working with its suppliers to ensure they share this philosophy and are engaged in responsible conflict-free sourcing. A copy of Valmont’s Conflict Minerals Disclosure and Report is publicly available at www.valmont.com under “Investors – SEC Filings.”