EXHIBIT 14.1
 SAFEGUARD SCIENTIFICS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
 I.
    
    Background  Administration
   
    
    encourage among Company Personnel a culture of honesty, accountability and mutual respect;
    
    provide guidance to help Company Personnel recognize and deal with ethical issues; and
    
    provide mechanisms for Company Personnel to report unethical conduct.
   
 II.
    
    Overview




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III.
    
    Compliance With Law
  
    
    stealing, embezzling or misapplying corporate or bank funds;
    
    using threats, physical force or other unauthorized means to collect money;
    
    making false entries in the books and records of the Company, or engaging in any conduct
that results in the making of such false entries;
    
    making a payment for an expressed purpose on the Companys behalf to an individual who
intends to use it for a different purpose;
    
    utilizing the Companys funds or other assets or services to make a political contribution
or expenditure; and
    
    making payments, whether corporate or personal, of cash or other items of value that are
intended to influence the judgment or actions of political candidates, government officials or
businesses in connection with any of the Companys activities.
  IV.
    
    Conflicts of Interest
  Outside Activities/Employment
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Civic/Political Activities
 Inventions, Books and Publications
 Proper Payments
 Gifts
 Loans to Directors and Employees
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Insider Trading
 V.
    
    Fair Dealing
  VI.
    
    Proper Use of Company Assets
  VII.
    
    Delegation of Authority
  VIII.
    
    Handling Confidential Information
  
    
    the Companys strategy, business, finances, prospects, plans, and operations;
    
    proposed mergers, acquisitions, divestitures, new business ventures, opportunities,
partnerships or agreements;
    
    news of a pending initial or secondary public offering of securities, other public or
private sales of securities, stock splits or tender offers;
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
    
    products, orders, contracts, customers, vendors or competitors;
    
    employee records;
    
    the proceedings, discussions and deliberations of the Board and its committees;
    
    discussions relating to the Company by and among employees, officers and directors; and
    
    third party confidential and proprietary information that has been provided to the
Company and which the Company is under an obligation to maintain as confidential.
   
    
    Do not discuss Confidential Information in public places.
    
    Do not forward Confidential Information or proprietary information to non-Company email
accounts.
    
    Beware of informal telephone or email requests from outsiders requesting information
(including but not limited to requests for comments on expected financial performance,
information about current or former employees, or requests from the media).
  IX.
    
    Public Disclosures
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Special Ethics Guidelines for Employees with Financial Reporting Responsibilities
   
    
    Act with honesty and integrity, avoiding actual or apparent conflicts of interest in
personal and professional relationships.
    
    Provide to the Companys other employees, consultants and advisors who are engaged in
filing reports and documents with the SEC (SEC Reports) or in disseminating other public
communications such as press releases, information that is accurate, complete, relevant,
timely and understandable.
    
    Endeavor to ensure full, fair, timely, accurate and understandable disclosure in SEC
Reports.
    
    Comply with laws, rules and regulations of federal, state and local governments, and
appropriate self-regulatory organizations.
    
    Act in good faith, responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing ones independent judgment to be subordinated.
    
    Respect the confidentiality of information acquired in the course of ones work except
when authorized or otherwise legally obligated to disclose.
    
    Refrain from using Confidential Information acquired in the course of employment for
personal advantage.
    
    Proactively promote and be an example of ethical behavior as a responsible partner among
peers in the work environment.
 
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
    
    Achieve responsible use of and control over all assets and resources employed or
entrusted.
    
    Record or participate in the recording of entries in the Companys books and records
that are accurate to the best of his or her knowledge.
    
    Promptly report to the Compliance Officer and/or the Chair of the Audit Committee any
conduct that he or she believes to be a violation of law or business ethics or of any
provision of this Code, including any transaction or relationship that reasonably could be
expected to give rise to such a conflict.
  X.
    
    Report of Violations
 Administration  General Policy Regarding Report of Violations must
 Complaint Procedure
 
    
    Notification of Complaint
 
    
    To report a violation or a suspected violation to the Compliance Officer, provide
the report to the following address or e-mail address:
 
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
    
    Complaints or concerns regarding accounting, internal accounting controls or
auditing matters may also be submitted anonymously to the Audit Committee of the
Safeguard Board in writing at the following address:
 
 
    
    Whenever practical, the complaint should be made in writing. It is unacceptable to
submit a complaint knowing it is false.
    
    Company Personnel who are not comfortable using the procedures and protocols
outlined above can make an anonymous report via our third party provider,
MySafeWorkplace. This anonymous and confidential reporting system is not affiliated
with the Company and is accessible 24/7 through the Internet (www.MySafeWorkplace.com)
or by calling the toll free number (800-461-9330).
 
    
    Investigation and Corrective Action
 Retaliation against employees who, for lawful purposes, file a complaint or participate in
an investigation is strictly prohibited.
   
    
    Confidentiality
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XI.
    
    Protection Against Retaliation
 Policy
 Management Responsibility
 Procedures for Reporting Policy Violations
 XII.
    
    Waivers
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XIII.
    
    Compliance
 Adherence to Code; Disciplinary Action
 Communications; Training; Annual Certification
 Responsibility of Senior Employees
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XIV.
    
    Related Policies; Enforceable by Company Only
  Adopted:
    
    April 8, 2004Last Approved:
    
    October 26, 2010
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APPENDIX I
 INITIAL CODE OF BUSINESS CONDUCT AND ETHICS DISCLOSURE STATEMENT
  1.
    
    I have received a copy of the Code.2.
    
    I have read, understand and agree to comply with the Code.3.
    
    I am currently in compliance and, as applicable, members of my family are in compliance, with
the terms of the Code and all obligations imposed by it, except as disclosed to the Compliance
Officer or as otherwise disclosed in accordance with the procedures contained in Article X of
the Code.4.
    
    I am not aware of any conduct on the part of any person associated with the Company that may
constitute a violation of the Code, except with respect to any matters that I may have
disclosed to the Compliance Officer or otherwise disclosed in accordance with the procedures
contained in Article X of the Code.5.
    
    I understand that none of the benefits, policies, programs, procedures or statements in the
Code are intended to confer any rights or privileges upon me or entitle me to be or remain an
employee of the Company. I am aware that the Code is not a contract and is subject to change
at any time, without notice, at the sole discretion of the Company.
  Each person signing a Disclosure Statement is responsible for keeping his/her Disclosure Statement
current.
 SignatureNameDate




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APPENDIX II
 ANNUAL CODE OF BUSINESS CONDUCT AND ETHICS DISCLOSURE STATEMENT
  1.
    
    I have complied and, as applicable, members of my family have complied, with the terms of the
Code and all obligations imposed by it, except as disclosed to the Compliance Officer or as
otherwise disclosed in accordance with the procedures contained in Article X of the Code.2.
    
    I have read and reviewed the Code with my subordinates and I am not aware of any conduct on
the part of any person associated with the Company that may constitute a violation of the Code
of Conduct, except with respect to any matters that I may have disclosed to the Compliance
Officer or otherwise disclosed in accordance with the procedures contained in Article X of the
Code.3.
    
    I understand that none of the benefits, policies, programs, procedures or statements in the
Code are intended to confer any rights or privileges upon me or entitle me to be or remain an
employee of the Company. I am aware that the Code is not a contract and is subject to change
at any time, without notice, at the sole discretion of the Company.
  Each person signing a Disclosure Statement is responsible for keeping his/her Disclosure Statement
current.
 SignatureNameDate