I. BACKGROUND

The following policies apply equally to employees, officers and directors at all levels of The Goldfield Corporation (“Goldfield”), Power Corporation of America and each other subsidiary, partnership, joint venture or other business association that is effectively controlled by Goldfield directly or indirectly (together called the “Company”). These policies are designed to deter wrongdoing and to promote honest and ethical conduct by all employees. All officers and managers of the Company are responsible for communicating and implementing these policies within their specific areas of supervisory responsibility. All employees are responsible for conducting themselves in compliance with these policies.

II. POLICY

1) The Company and its employees, officers and directors shall comply with all laws and regulations which are applicable to the Company’s activities.

2) All employees, officers and directors shall comply with the Company’s Insider Trading Policy.

3) No receipt or payment of funds, property, service or thing of value shall be made by the Company with the intent or understanding that any part thereof is to be used for any unlawful purpose or for any purpose other than as described in the documentation which evidences or supports the transaction.

4) Compliance with accepted accounting rules and controls is required at all times.

5) No false, artificial, or misleading entries in the books and records of the Company shall be made for any reason whatsoever. No fund or asset which is not fully and properly recorded and no accounting entries or books of account which do not truly reflect the transactions to which they relate shall be created or permitted to exist.

6) Unsolicited gifts, favors and entertainment may be given at Company expense or accepted by Company employees from a competitor or an individual or firm doing or seeking to do business with the Company only if they meet all of the following criteria:

a) they are consistent with customary business practices and do not violate applicable law or ethical standards;

b) they are not excessive in value;

c) they cannot be construed as a bribe, payoff or improper inducement; and

d) public disclosure of the facts would not embarrass the Company or the employee.

e) Payments or gifts of cash (or of cash equivalents such as stocks or commodities) to or from a competitor or an individual or firm doing or seeking to do business with the Company are never permitted and may not be solicited, offered, made or accepted by Company employees, officers or directors. 

7) Employees, officers and directors have a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. Accordingly, employees, officers and directors of the Company shall not:

a) take for themselves personally an opportunity that is discovered through the use of corporate property, information or position;

b) use corporate property, information, or position for personal gain; or

c) compete with the Company in connection with such an opportunity.

Any questions with regard to the application of this policy in particular circumstances shall be resolved by the Audit Committee of the Board of Directors.

8) The protection of confidential information is an important responsibility of all of the Company’s employees, officers and directors. Employees, officers and directors are required to maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed.

9) Each employee, officer and director must deal fairly with the Company’s customers, suppliers, competitors and employees. Employees, officers and directors of the Company must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

10) All employees, officers and directors are required to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste each have direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes.

11) The use of Company funds, property, services or things of value for or in aid of political parties or candidates for public office requires the prior approval of the Chief Executive Officer of Goldfield.

12) No corporate asset may be used for or in aid of any committee whose principal purpose is to influence the outcome of a referendum or other vote of the electorate on a public issue, unless the legality is first confirmed and the approval of the Chief Executive Officer of Goldfield is obtained.

13) Employees, officers and directors are encouraged to participate in political activities as they see fit, on their own time and at their own expense. No reward, compensation or reimbursement for such activity or the expense thereof shall be made by the Company directly or indirectly.

14) All employees, officers and directors have a duty to be free from the influence of any conflicting interest when they represent the Company in negotiations or make recommendations with respect to dealings with third parties. They are expected to deal with suppliers, customers, contractors, and all others doing business with the Company on the sole basis of what is in the best interest of the Company, without favor or preference to third parties based on personal considerations. In particular:

a) Employees, officers and directors who deal with parties doing or seeking to do business with the Company — or who make recommendations with respect to such dealings or pass judgment upon them — shall not own any interest in or have any personal agreement or understanding with such third parties that might tend to influence the decision of the employee with respect to the business of the Company, unless expressly authorized in writing after the interest, agreement or understanding has been disclosed. An investment in corporate securities of an entity with which Goldfield has business relationships or competes where the number of shares owned is insignificant compared with the number of shares outstanding and where the value of the shares so held does not represent a substantial portion of the individual’s net worth is exempt.

b) No employee, officer or director shall seek or accept, directly or indirectly, any personal loan or services from any individual or business concern doing or seeking to do business with the Company except from financial institutions or service providers offering like loans or services to third parties under similar terms in the ordinary course of their respective businesses.

c) No employee, officer or director shall do business with a close relative on behalf of the Company unless expressly authorized in writing after the relationship has been disclosed to the Chief Executive Officer of Goldfield.

The requirement of freedom from conflicting interests that applies to all employees, officers and directors of the Company extends also to situations involving their close relatives. This will normally include spouse, parents, children, and brothers and sisters. The Chief Executive Officer of Goldfield has the ultimate authority and responsibility to determine what remedial steps should be taken in situations involving an actual or potential conflict of interest.

15) Any employee, officer or director who discovers an event of a questionable, fraudulent or illegal nature which is, or may be, in violation of the foregoing policies is to immediately report such event to the Chairman of the Audit Committee, Mr. David P. Bicks, 1540 Broadway, New York, NY 10036-4086. Retribution against any employee for such reporting is prohibited and will not be tolerated.

16) Violation of the foregoing policies will result in appropriate, case specific, discipline which may include demotion or discharge. The Company shall not delegate substantial discretionary authority to any individual who, in the good faith judgment of the Company, has shown a propensity to engage in illegal activities.

III. WAIVER

Any waiver of any part of these Business Conduct Policies for the executive officers or directors of Goldfield may be made only by disinterested members of the Board of Directors or by the Audit Committee and will be promptly disclosed to shareholders as required by SEC and NYSE American rules.