Attached files

file filename
EX-10.25(III) - EXERCISE OF AUTHORITY - STOCK AND INCENTIVE AWARD PLAN DATED MARCH 3, 2009 - BARNES GROUP INCexhibit1025iii.htm
10-K - 10-K - BARNES GROUP INCb201610k.htm
EX-32 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION - BARNES GROUP INCbexhibit32123120151.htm
EX-31.2 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - BARNES GROUP INCbexhibit312123120151.htm
EX-23 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - BARNES GROUP INCbexhibit23123120151.htm
EX-21 - LIST OF SUBSIDIARIES - BARNES GROUP INCbexhibit21123120161.htm
EX-10.42 - PERFORMANCE-LINKED BONUS PLAN FOR SELECTED EXECUTIVE OFFICERS DATED MAY 6, 2016 - BARNES GROUP INCexhibit1042.htm
EX-10.35 - FORM OF BARNES GROUP RSU AWARD AGREEMENT FOR EMPLOYEES DATED FEBRUARY 8, 2012 - BARNES GROUP INCexhibit1035.htm
EX-10.34 - FORM OF BARNES GROUP RSU AWARD AGREEMENT DATED FEBRUARY 8, 2011 - BARNES GROUP INCexhibit1034.htm
EX-10.31 - FORM OF BARNES GROUP STOCK OPTION AWARD AGREEMENT DATED FEBRUARY 8, 2011 - BARNES GROUP INCexhibit1031.htm
EX-10.30 - NON-QUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES GRADE 21 AND UP - BARNES GROUP INCexhibit1030.htm
EX-10.27 - FORM OF BARNES GROUP RSU AWARD AGREEMENT FOR DIRECTORS DATED FEBRUARY 8, 2012 - BARNES GROUP INCexhibit1027.htm
EX-10.25(IV) - AMENDMENT 2010-1 TO STOCK AND INCENTIVE AWARD PLAN DATED MARCH 15, 2010 - BARNES GROUP INCexhibit1025iv.htm
EX-10.25(II) - STOCK AND INCENTIVE AWARD PLAN DATED MARCH 15, 2010 - BARNES GROUP INCexhibit1025ii.htm
EX-10.25(I) - STOCK AND INCENTIVE AWARD PLAN DATED DECEMBER 31, 2008 - BARNES GROUP INCexhibit1025i.htm
EX-10.24 - FORM OF INDEMNIFICATION AGREEMENT FOR OFFICERS AND DIRECTORS - BARNES GROUP INCexhibit1024.htm
EX-10.23 - FORM OF INCENTIVE COMPENSATION REIMBURSEMENT AGREEMENT FOR CERTAIN OFFICERS - BARNES GROUP INCexhibit1023.htm
EX-10.22 - TRUST AGREEMENT FOR SPECIFIED PLANS - BARNES GROUP INCexhibit1022.htm
EX-10.21 - FORM OF CONTINGENT DIVIDEND EQUIVALENT RIGHTS AGREEMENT FOR OFFICERS - BARNES GROUP INCexhibit1021.htm
EX-10.20 - DIRECTORS' DEFERRED COMPENSATION PLAN DECEMBER 31, 2008 - BARNES GROUP INCexhibit1020.htm
EX-10.19 - NON-EMPLOYEE DIRECTOR DEFERRED STOCK PLAN DATED DECEMBER 31, 2008 - BARNES GROUP INCexhibit1019.htm
EX-10.18(II) - 2009 DEFERRED COMPENSATION PLAN DATED APRIL 1, 2012 - BARNES GROUP INCexhibit1018ii.htm
EX-10.18(I) - TRUST AGREEMENT WITH FIDELITY MANAGEMENT TRUST COMPANY DATED SEPTEMBER 1, 2009 - BARNES GROUP INCexhibit1018i.htm
EX-10.17 - EXECUTIVE SEPARATION PAY PLAN DATED JANUARY 1, 2012 - BARNES GROUP INCexhibit1017.htm
EX-10.15 - EXECUTIVE OFFICER SEVERANCE AGREEMENT DATED MARCH 31, 2010 - BARNES GROUP INCexhibit1015.htm
EX-10.14 - EXECUTIVE GROUP TERM LIFE INSURANCE PROGRAM DATED APRIL 1, 2011 - BARNES GROUP INCexhibit1014.htm
EX-10.13 - ENHANCED LIFE INSURANCE PROGRAM DATED APRIL 1, 2011 - BARNES GROUP INCexhibit1013.htm
EX-10.12 - SENIOR EXECUTIVE ENHANCED LIFE INSURANCE PROGRAM DATED APRIL 1, 2011 - BARNES GROUP INCexhibit1012.htm
EX-10.11(I) - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN DATED APRIL 1, 2012 - BARNES GROUP INCexhibit1011i.htm
EX-10.10(II) - SUPPLEMENTAL SENIOR OFFICER RETIREMENT PLAN DATED DECEMBER 30, 2009 - BARNES GROUP INCexhibit1010ii.htm
EX-10.10(I) - SUPPLEMENTAL SENIOR OFFICER RETIREMENT PLAN DATED JANUARY 1, 2009 - BARNES GROUP INCexhibit1010i.htm
EX-10.4 - PERFORMANCE-LINKED BONUS PLAN FOR SELECTED EXECUTIVE OFFICERS - BARNES GROUP INCexhibit104.htm
EX-10.3 - MANAGEMENT INCENTIVE COMPENSATION PLAN DATED OCTOBER 22, 2008 - BARNES GROUP INCexhibit103.htm


EXHIBIT 31.1

CERTIFICATION

I, Patrick J. Dempsey, certify that:

1.
I have reviewed this annual report on Form 10-K for the period ended December 31, 2016 of Barnes Group Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 21, 2017

/S/  PATRICK J. DEMPSEY
Patrick J. Dempsey
President and Chief Executive Officer