**Exhibit 14.1****ROBBINS & MYERS, INC.****CODE OF BUSINESS CONDUCT****I.****GENERAL POLICY STATEMENT.**     It has been, and continues to be, the policy of Robbins & Myers, Inc. and its subsidiaries tocomply with all laws governing its United States and International operations, to adhere to thehighest standards of business ethics and to maintain a reputation for honest and fair dealings.     This Code of Business Conduct sets forth basic principles and guidelines for directors,officers and employees which are intended to assist them in conducting the Company’s affairs andbusiness in accordance with law and the highest standards of business ethics. It is impossible,however, to anticipate all the situations in which legal and business ethical questions mightarise. The best overall guidelines are individual conscience, common sense and a careful, knowingcompliance with law. All employees, and especially supervisors, should be familiar with theprinciples and guidelines contained in this Code and should conduct their activities on behalf ofthe Company in accordance with this Code.     The Company has designated several persons to assist employees in resolving questions they mayhave regarding the interpretation and application of the Code. The Company has also specified aprocedure for employees to report any concerns they may have in regard to the Code on an anonymousbasis. Employees should not hesitate to take advantage of this help and assistance. At SectionXIV of the Code is a list of the persons to contact and the procedure for anonymous inquiries andreporting.**II.****DEFINITIONS.**     “Code” means this Code of Business Conduct.     “Committee” means the Corporate Compliance Committee. The Committee shall be comprised offour persons who shall, from time-to-time, be appointed by, and serve at the pleasure of, thePresident of the Company. Unless the President determines otherwise, the members of the Committeeshall be the Vice President, Finance; the Vice President, Human Resources; the Company’s legalcounsel; and an executive designated by the President.     The Committee shall have and exercise all of the authority granted to it under the Code, shalladminister, implement and interpret the Code, and shall be authorized to issue to employees writtenopinions as to the application and interpretation of the Code. In addition, the Committee shall beauthorized to grant exceptions to the application of Section IV of this Code in particularinstances provided that the employee requesting the exception discloses to the Committee allmaterial facts as to the subject matter of the exception and his or her relationship to, orinterest in, the subject matter of the exception and, provided further, that the Committeedetermines that
 

 
the granting of an exception is justified by the facts and is in the best interestsof the Company.The Committee shall maintain a written record of its proceedings and opinions, shall advisethe President of the Company as to all its actions, and shall annually report to the Nominating andGovernance Committee of the Board of Directors concerning its proceedings, including anyexceptions, during the preceding 12 months.     “Company” means Robbins & Myers, Inc. and its United States and International subsidiaries.     “Employee” means any director, officer or employee of the Company unless the context indicatesotherwise.     “Immediate family” means and includes a person’s spouse, parents, grandparents, children,grandchildren, siblings, mother and father-in-law, sons and daughters-in-law, and brothers andsisters-in-law.**III.****ACCURATE BOOKS AND RECORDS.**     All Company payments and other transactions must be properly authorized by management and beaccurately and completely recorded on the Company’s books and records in accordance with generallyaccepted accounting principles and established Company accounting policies. Employees may not makeany false, incomplete or misleading entries. No undisclosed or unrecorded Company funds shall beestablished for any purpose, nor should Company funds be placed in any personal or noncorporateaccount. All Company assets must be properly protected and asset records should regularly becompared with actual assets, with proper action taken to reconcile any variances.**IV.****CONFLICTS OF INTEREST.**     It is very important for all of us to avoid any actual or even any apparent conflict ofinterest. Any time any such conflict appears, or an employee believes any such conflict mightdevelop, the employee should discuss the matter with his or her immediate supervisor or seek adviceas set forth at Section XIV.     Some clear conflict of interest situations which should always be avoided include thefollowing:     (1) any ownership interest (other than a nominal amount of stock in publiclytraded companies) in any supplier, customer or competitor;     (2) any consulting or employment relationship with any customer, supplier orcompetitor;     (3) any outside business activity which is competitive with any of theCompany’s businesses;
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     (4) any outside activity of any type which is so substantial as to call intoquestion your ability to devote appropriate time and attention to your jobresponsibilities with the Company;     (5) the service on any board of directors of any customer, supplier orcompetitor unless such board service has been disclosed to the Company and approvedby the Committee;     (6) being in the position of supervising, reviewing or having any influence onthe job evaluation, pay or benefits of any member of your immediate family;     (7) taking advantage of an opportunity which you learned of in the course ofyour employment with the company, such as acquiring property or leases the Companymay be interested in;     (8) selling anything to the Company or buying anything from the Company (exceptpursuant to any normal program of disposal of surplus corporate property which isoffered to employees generally); and     (9) obtaining any loan from a customer or supplier of the Company other than abank; and if you are an officer of the Company, from any bank with which the Companydoes business unless a loan upon similar terms is generally available to customersof the bank and is disclosed to the Vice President-Finance of the Company.     Anything which presents a conflict for the employee would probably also present a conflict ifit involved a member of the employee’s immediate family. For example, ownership of stock incompetitors or suppliers, or receipt of gifts or entertainment by members of the employee’simmediate family would create the same conflict of interest as if the stock were owned or the giftsreceived by the employee. In marginal situations, employees should discuss the situation withtheir supervisors to prevent possible misunderstandings and embarrassment at a later date.**V.****ENTERTAINMENT, GIFTS AND PAYMENTS.**     The Company will treat fairly and impartially all persons and firms with whom it has businessrelationships. The acceptance of gifts, entertainment, favors, personal discounts, and similargratuities might influence or raise doubts as to the impartiality of the recipient, damage thereputation of the Company for fair dealing, and violate federal statutes where government contractsare involved. Misunderstandings usually can be avoided by conduct which makes clear that theCompany and its representatives transact business on an ethical basis and will not seek or grantspecial consideration.     A. Relations with Non-Governmental Customers.
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     Certain business courtesies, such as payment for a lunch or dinner in connection with abusiness meeting, normally would not be a gift within the context of this Code. Employees shouldendeavor to keep such courtesies on a reciprocal basis, to the extent practicable, in order todemonstrate that no gift is sought or granted.     Advertising novelties would not be inappropriate to give or receive provided the item is of noappreciable value and is widely distributed to others under essentially the same businessrelationship with the donor.     Our relationships with commercial customers may occasionally present circumstances where giftsor favors are exchanged as an accepted business practice without inference of unethical conduct.In certain countries local custom may dictate the exchange of gifts as a matter of courtesy.     Attendance at golf outings or athletic, cultural, or community events as the guest of acustomer or supplier or such entertaining of customers or suppliers by Company personnel if done asbusiness courtesies and not in an extravagant or lavish manner is not prohibited. The acceptanceof hunting, fishing, or week-end trips is prohibited.     B. Relations with Governmental Employees.     Each agency of the federal government and many state agencies have regulations prohibitingagency personnel from accepting entertainment, gifts, gratuities, payments or other businesscourtesies that may be acceptable in the commercial sector. The letter and intent of suchregulations must be complied with by all Company employees.     C. Relations with Representatives of Foreign Governments.     Foreign Corrupt Practices Act. The Company will scrupulously adhere to the letter andspirit of the Foreign Corrupt Practices Act, which prohibits giving money or items of value to aforeign official, directly or through any third party, in order to (1) influence any act ordecision of the foreign official in his or her official capacity, (2) influence the official to door omit to do something in violation of his or her lawful duty, or (3) obtain, retain, or directbusiness. The Act further prohibits giving money or items of value to any person or firm whenthere is reason to believe that it will be passed on to a government official for these purposes.Facilitating payments, as described in the following paragraph, are not prohibited by the ForeignCorrupt Practices Act. All matters pertaining to this statute must be coordinated with theCompany’s legal counsel.     Facilitating Payments. In some cases, where it becomes necessary to expedite orsecure the performance of routine governmental action, employees may make small payments outsidethe United States to government employees. However, such payments may be made only (i) in nominalamounts (with no individual payment in excess of $250), (ii) upon the initiation of such governmentemployees and (iii) where such government employees will not otherwise perform such routine action.The term “routine governmental action” includes actions ordinarily performed, among other things,in processing governmental papers (e.g. visas and shipping documents), providing mail or phoneservices, loading or unloading cargo, scheduling
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inspections, or obtaining permits, licenses orother official documents to qualify a subsidiary or affiliate to do business. The term does notinclude any action by a foreign government employee that involves a decision to award or continuebusiness with the Company.**VI.****POLITICAL ACTIVITY.**     The Company encourages all employees to vote and be active in the political process. However,federal laws prohibit any use of Company funds in connection with federal elections, and there aresimilar laws in many states. Accordingly, it is against Company policy, and may also be illegal,for any employee to:     (1) Include, directly or indirectly, any political contribution that theemployee may desire to make on the employee’s expense account or in any other waywhich causes the Company to reimburse the employee for that expense. In general,the cost of fund-raising tickets for political functions are considered politicalcontributions. Therefore, including the cost of any such fund-raising dinner on anexpense account, even if business is, in fact, discussed, is against Company policyand possibly illegal.     (2) No employee may use any Company property or facilities, or the time of anyof the Company’s employees for any political activity. Examples of prohibitedconduct would be using Company secretarial time to send invitations for politicalfund-raising events, using the Company telephone to make politically motivatedsolicitations, allowing any candidate to use any Company facilities, such as meetingrooms, for political purposes or to loan any Company property to anyone for use inconnection with a political campaign.     The political process has become highly regulated, and any employee who has any question aboutwhat is or is not proper should consult with his or her immediate supervisor or a member of theCommittee before agreeing to do anything that could be construed as involving the Company in anypolitical activity at either the federal, state or local levels, or in any foreign country.     Company employees may volunteer their services for political purposes, but such services mustbe rendered on their own time. It is against Company policy and possibly illegal for the Company’semployees to use normal working time for any political purpose.**VII.****SECURITIES LAWS AND INSIDER TRADING.**     It is both illegal and against Company policy for any individual (i) to profit fromundisclosed material information relating to the Company or any company we do business with or (ii)to selectively disclose any confidential, material information relating to the Company. Anyone whois in possession of any material inside information that the Company has not yet disclosed to thepublic may not purchase or sell any of the Company’s securities or selectively disclose thatinformation unless such disclosure is made pursuant to a confidentiality agreement or is made topersons who have an obligation of confidentiality towards the Company (such as, our attorneys andaccountants). It is also against Company policy for any individual in our
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Company who may haveinside or unpublished, material information about any of our suppliers, customers, or any companywe do business with to purchase or sell the securities of those companies. Further, it is againstCompany policy and illegal for employees to provide such information to others for the purpose oftrading in securities.     If you are uncertain about the legal rules involving your purchase or sale of any Companysecurities or any securities in companies that you are familiar with by virtue of your work for theCompany, you should consult with a member of the Business Practice Committee or the Company’s legalcounsel before making any such purchase or sale.     The Company, and all supervisory employees within the Company, also have an obligation to bealert to situations where others within the Company — particularly those over whom they have somesupervisory authority — may not be observing the rules against insider trading. The securitieslaws provide for penalties not only for those who engage in insider trading, but also for those“controlling persons” who fail to take appropriate actions when they either knew or should haveknown that people within their control were violating those rules.**VIII.****ANTITRUST LAWS.**     In general, the antitrust laws of the United States prohibit agreements or actions “inrestraint of trade” — restrictive practices that may reduce competition without providingbeneficial effects to consumers. Among those agreements and activities found to be clearviolations are agreements or understandings among competitors to fix or control prices; to boycottspecified suppliers or customers; to allocate products, territories, or markets; or to limit theproduction or sale of products or product lines. Such agreements are against public policy andagainst the policy of the Company. Employees should never engage in discussions of such matterswith representatives of other companies. Employees should report to the Company’s legal counselany instance in which such discussions are initiated by other companies.     U.S. antitrust laws also apply to international operations and transactions related to importsto, or exports from, the United States. Moreover, the international activities of the Companycould be subject to antitrust laws of foreign nations or organizations such as the EuropeanEconomic Community.     Because of the complexity of antitrust laws, it is imperative that legal advice be sought onany questions regarding this subject.**IX.****ENVIRONMENTAL LAWS.**     The Company will conduct its operations with the highest regard for the quality of theenvironment, which shall include, but not be limited to, water, air and general land usage. Atevery operating location where emissions into water sources or the atmosphere or solid wastedisposal are present, the objective is to comply with standards established by appropriate local,state, or federal agencies and which are consistent with available technology. It is theresponsibility of the Company and its employees to provide truthful and accurate information to thegovernment permitting authorities in connection with any application for any environmental permitor any periodic reports that may be called for under such permit.
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**X.****EXPORT LAWS.**     Company employees shall comply with United States laws regulating the “export” of products andtechnology (“U.S. Export Laws”). For purposes of the U.S. Export Laws, there is an “export” ineach of the following situations: (i) goods are shipped, or technology is madeavailable, from the United States to a foreign country; (ii) goods are shipped, or technologyis made available, from a non-U. S. country to another country if the goods or technologyoriginated in the United States; or (iii) goods are shipped, or technology is made available, toa person in one non-U.S. country with a Company employee or agent having knowledge, or intending,that the goods or technology will later be transferred to another country. In addition, an“export” occurs when technology is made available to a foreign national, including foreign nationalemployees in, or outside, the United States. Technology is “made available” through a variety ofmeans, including visual inspection of technical specifications, plans, or blueprints, oraldiscussions of technology, or practice or application of the technology under the guidance ofpersons with knowledge of the technology. Company employees should be aware that plant visits byforeign nationals may result in an “export” of technology.     As a result of the necessity of the Company complying with U.S. Export Laws, you shouldobserve the following guidelines:     (1) Embargoed Countries: Shipments Prohibited Except for Specified Productsin Accordance with Written Audit Procedures. Shipments to or export by anyBusiness Unit (whether U.S. based or not) of goods, technology or services to Iran,Syria, Sudan or any other country identified as an Embargoed County are prohibitedexcept for sales of products, components or services for application in the energyrecovery or healthcare markets that are permitted under applicable U.S. and foreignlaws and made in accordance with written audit procedures approved by the Company’sGeneral Counsel.     (2) Exports Licenses Required for Export of Certain Products. Theexport to certain countries of certain products (such as, vessels, tanks, agitatorsand associated parts made or lined with glass, high nickel alloys, fluoropolymers,tantalum, titanium and zirconium) (“Restricted Products”) is restricted and cannotbe made without an export license. For shipments originating from the United Statesan export license is required for Restricted Products, unless the shipment is to anyof the following countries:Argentina, Australia, Austria, Belgium, Bulgaria, Canada, Cyprus,Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece,Hungary, Iceland, Ireland, Italy, Japan, Latvia, Lithuania,Luxembourg, Malta, Netherlands, New Zealand, Norway, Poland,Portugal, Romania, Slovakia, Slovenia, South Korea, Spain, Sweden,Switzerland, Turkey, the United Kingdom, and the Ukraine.
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For shipments originating from non United States locations the export of RestrictedProducts to countries not listed above will likely require an export licensefrom the country of origin. You must either obtain a license or indicate in ourorder documentation how it was determined that a license is not required.     The Company is committed to full compliance with U.S. antiboycott laws, which prohibit theCompany and its employees from agreeing to contractual provisions or engaging in conductthat supports the boycott efforts of foreign governments. These efforts include the ArabLeague’s boycott of Israel. Any Company employee receiving a request to undertake any activitiesor agree to any contractual provisions that support boycott efforts should immediately report thatrequest to the Company’s legal counsel.**XI.****TRADE SECRETS AND CONFIDENTIAL INFORMATION.**     All employees should appropriately safeguard the Company’s trade secrets and confidentialinformation and refuse any improper access to trade secret and confidential information of anyother company, including our competitors.     In terms of our own trade secret and confidential information, our basic guidelines are:     (1) Any Company proprietary information to which you may have access should bediscussed with others within the Company only on a need-to-know basis.     (2) If we wish to disclose our own trade secrets or confidential information toany people outside of our Company, it should be done only in conjunction withappropriate trade secret or confidential information disclosure agreements which canbe provided by the Company’s legal counsel.     (3) We should always be alert to inadvertent disclosures which may arise ineither social conversations or in normal business relations with our suppliers andcustomers.     In terms of confidential and proprietary information of other companies, our guidelines shouldbe:     (1) We should not receive any such information except pursuant to writtenconfidentiality agreements which can be supplied by our legal counsel. Since we mayincur some liability, or at least embarrassment, if we improperly discloseinformation which has been provided to us in confidence, we should receive suchinformation only when there is a clear commercial reason for doing so and then onlyunder the terms and conditions of a properly drawn agreement which protects bothparties’ interests.     (2) While we should always be alert to our competitive surroundings and obtainas much information as possible about the marketplaces in which we operate, we mustdo that only in accordance with sound and ethical commercial
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practices. We mustnever be a party to any situation in which such proprietary or confidentialinformation has been improperly obtained from any other company such as by a formeremployee. If any employee is approached with any offer of confidential informationwhich the employee has reason to believe may have been obtained improperly, theemployee must immediately discuss this matter with his or her immediate supervisoror the Company’s legal counsel.     Confidential or proprietary information of our Company, and of other companies, includes anyinformation which is not generally disclosed and which is useful or helpful to the company and/orwhich would be useful or helpful to competitors of the company. Common examples include suchthings as financial data, scientific and engineering studies, data, and drawings, planned newproducts, lists of suppliers, lists of customers, wage and salary data, projected earnings, changesin management or policies of the company, testing data, manufacturing methods, suppliers’ prices tous, or any plans we may have for improving any of our products.**XII.****GOVERNMENTAL INVESTIGATIONS AND LITIGATION.**     It is Company policy to cooperate with every reasonable and valid request by federal, stateand local government investigators. At the same time, the Company is entitled to all thesafeguards provided in the law for persons under investigation, including representation bycounsel. Accordingly, if a government investigator requests an interview with any Companypersonnel, seeks information or access to files, or poses written questions, he should be told thatthe Company will cooperate, but that you must first discuss the matter with the Company’s legalcounsel. You should immediately telephone the Company’s legal counsel, who will then provideadvice as to further action. The Company’s legal counsel must also be consulted before the Companythreatens to sue or institutes any litigation of any kind, and before the Company complains to agovernment agency about the actions of anyone else. In the event any litigation is begun orthreatened against the Company, notify the Company’s legal counsel immediately, even if the actionor the threats appear to be without merit or insignificant.**XIII.****IMPLEMENTATION OF THE CODE.**     (1) All officers and managers of the Company shall be responsible for theenforcement of the Code within their specific areas of supervisory responsibility.They shall periodically distribute and review the Code with appropriate employeesunder their supervision.     (2) Appropriate employees of the Company will be required annually to certifytheir compliance with the requirements of the Code.     (3) Violations of the Code will result in disciplinary action, includingreassignment, demotion or dismissal and may, depending on the nature of theviolation involved, result in civil or criminal action against the employee.     (4) The Nominating and Governance Committee of the Board of Directors of theCompany shall annually review with management the
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implementation of this Code andshall assure that the Board of Directors receives an objective and adequate flow ofinformation as to the matters that lie within the scope of the Code.**XIV.****FURTHER INFORMATION AND ASSISTANCE.**     The Company has designated a number of personnel to assist employees in resolving anyquestions concerning the interpretation and application of the Code. Please do not hesitate toavail yourself of this help. The following is the list of persons in the order you mightconsider contacting them:     (1) Manager/Supervisor. An employee should first contact his or herimmediate manager/supervisor. If for some reason that is not appropriate, theemployee may contact any member of the Corporate Compliance Committee or theCompany’s legal counsel.     (2) Anonymous Reporting or Inquiry. If an employee (other than aEuropean-based employee) would feel more comfortable submitting his or her inquiryor reporting a concern on an anonymous basis, the employee may do so at theCompany’s website www.robbinsmyers.com by selecting the “Corporate Governance” taband then clicking on the heading “Employee Hotline,” which is the fifth heading fromthe bottom in the left hand column. Employees based in Europe may (i) seek adviceanonymously and (ii) report financial concerns anonymously (that is, mattersrelating to financial matters or internal control over financial reporting), butshould not report any other matters on an anonymous basis since such anonymousreporting raises questions under European laws.     (3) Directors of the Company. Directors of the Company should addressany questions they may have concerning the Code to the Company’s legal counsel.     (4) Contact Names, Addresses and Numbers.     A. Members of the Corporate Compliance Committee include: JohnR. Beatty, Gary L. Brewer, Kevin J. Brown (Program Facilitator),Christopher M. Hix, Mark Manovich, Saeid Rahimian, and Joseph M.Rigot (Chair). Communications to members of the CorporateCompliance Committee may be directed to Robbins & Myers, Inc., 1400Kettering Tower, Dayton, Ohio 45423; by telephone to 937-222-2610;or by facsimile to 937-225-3355.     B. Communications to the Company’s General Counsel may bedirected to Joseph M. Rigot, Esq., Thompson Hine LLP, 2000Courthouse Plaza, Dayton, Ohio 45402; by telephone to 937-443-6586;by facsimile to 937-443-6635; or by email tojoe.rigot@thompsonhine.com.
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**XV.****FULL, FAIR, TIMELY AND UNDERSTANDABLE FINANCIAL DISCLOSURE*****(Section XV applies only to the Chief Executive Officer, Chief Financial Officer,Treasurer and Controller of the Company (the “Senior Officers”).***     The Senior Officers shall be responsible for full, fair, accurate, timely and understandabledisclosure of information in reports and documents that the Company files with, or submits to, theSEC and in other public communications.     As one of the Senior Officers, you agree to:(1) Produce full, fair, accurate, timely and understandable disclosure in reportsand documents that the Company or its subsidiaries files with, or submits to, theSecurities and Exchange Commission and other regulators and in other publiccommunications made by the Company or its subsidiaries; and(2) Promptly report to the Chairman of the Nominating and Governance Committee anyinformation that you may have concerning (i) significant deficiencies in the designor operation of internal controls that could adversely affect the Company’s abilityto process, summarize and report financial data or (ii) any fraud, whether or notmaterial, that involves management or other employees who have a significant role inthe Company’s financial reporting, disclosure or internal controls.     As a Senior Officer you are prohibited from directly or indirectly taking any action tofraudulently influence, coerce, manipulate or mislead the Company’s independent auditors for thepurpose of rendering the financial statements of the Company misleading.     The Board of Directors of the Company has delegated to its Audit Committee the sole authorityto approve any deviation or waiver from this Code granted to a Senior Officer. Waivers of thisCode, as required by applicable law, will be promptly disclosed by the Company.
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FORM OF COMPLIANCE CERTIFICATION**ROBBINS & MYERS, INC.****CERTIFICATION OF COMPLIANCE**