The Company posts
Legal and Corporate Compliance notices on its internal website which is available to all employees There are links to many of the Company’s
policies, as well as other resources to help employees of the Company understand and solve ethical and compliance problems.
The
Ethics Website can be accessed by any Company employee
If any employee has difficulty accessing this site, he or she should contact their Human Resources representative
or Supervisor. When in doubt regarding an ethics or compliance issue,
employees should always feel free to discuss ethics or compliance issues with Human Resources or a corporate officer.
Departure
from the required standards of conduct according to Company policy andthe law will result in appropriate disciplinary action by Company
management. Thismay include termination of employment.Employees who violate the law may be subject to criminal prosecution and may
beheld
liable for damages incurred by the Company as a result of such violation.Any employee who fails to report violations or provide
further information abouta violation will be appropriately disciplined. Disciplinary actions include possibletermination of employment.Any employee who makes false
allegations of violations in bad faith shall be subjectto the same disciplinary action as one who fails to report or provide informationabout a violation.
Record Keeping Policy
The Company's records should be kept in a
manner that accurately reflects itstransactions. No employee of the Company shall falsify records in any way.
Legislation
Regarding Accurate Record Keeping
There are a number of U.S.
criminal statutes requiring companies to maintainaccurate books and records, including:• The Foreign Corrupt Practices Act• The Federal False
Claims Act•
Environmental reporting laws• Export control laws• Federal mail fraud statutes• Sarbanes-Oxley Act of
2002
Due to the
international nature of the business, all personnel are expected to be knowledgeable of and comply with local laws and record
keeping requirements they may be responsible for.
The Company's books and records should be kept in a manner that:• records transactions in accordance with U.S. federal
law and the laws ofany countries or territories in which the Company does business;• complies with the Company's U.S. and international
operating, safety andenvironmental, human resource, accounting and financial reporting andother policies; The U.S. Federal Government, most state governments, and many other
countrieshave
adopted antitrust laws. In broad terms, these antitrust laws make it illegal andcriminal to engage in activities that reduce competition
or restrain free trade.In the U.S., these laws are enforced by the Department of Justice, the Federal TradeCommission, state Attorneys General, and by
private individuals seeking trebledamages.The Company firmly supports these laws, and it is strict company policy that allantitrust statutes are complied
with in every respect.Price fixing is an area in which employees may be susceptible to violation ofantitrust laws.Price fixing occurs when two or more competitors
agree on how they will chargecustomers for products or services. For purposes of the antitrust laws, “price”includes all terms and conditions
of sale.
Do not discuss Past, present or future pricing with your competitors
.
Do not discuss product availability or allocation or marketing practices
The penalties for breaking the law or acting against Company policy are severe.Employees could lose their
job, face heavy fines, go to prison or otherwise causeemployee and their family substantial anguish. In addition, employee’s
improperactions
could cost the Company heavy fines or expose it to lawsuits for trebledamages.
Unethical Business Practices
No employee or representative of the Company shall, directly or through anintermediary, offer or give
anything of value to foreign government officials,employees or representatives.Employees of the Company shall refrain from illegal or
unethical actions that mightinjure the Company's business reputation.
Bribery of Government Officials
Payment of money or gifts that could be construed as an attempt to induce agovernment official or political
party to assist the Company in obtaining or retainingbusiness or secure any improper advantage is prohibited.Although bribing government officials is an
accepted practice in some countries,such activity is in violation of Company policy and is also outlawed by state andfederal laws, including
the U.S. Foreign Corrupt Practices Act.Small payments to government officials whose duties are ministerial or clerical inorder to expedite services
to which the Company is otherwise entitled are notprohibited if they conform to local practice. For example, these payments wouldnever be permitted in the
U.S. Any such payment must be reported to the chief financial officer.
- Other
Commercial Bribery Payment of money or gifts that could be construed as an attempt to induce a personto use his or her influence to do the following
is prohibited:• Assist the Company in obtaining or retaining business• Benefit the Company• Benefit an individual Offering nominal business
gifts is acceptable Employees with questions
about the legal or ethical nature of a transaction shouldcontact an officer of the company or the Legal team The Company may be fined for failure to comply with state andfederal regulations regarding
bribery and other corrupt business practices.In addition, any employee or Company representative who willingly violates stateor federal regulations may
be personally fined up to $10,000 and imprisoned up tofive years. U.S. law extends these penalties to non-U.S. citizens.
Business Gifts The purpose of this policy
is to avoid any misunderstanding with third parties thatgifts, contributions or donations are required or will aid in gaining or continuingbusiness with the Company.
It applies to all individual employee activities.However, solicitation of gifts, door prizes, etc. for Company-sponsored events
suchas
golf tournaments shall not be prohibited by this policy
Company
employees shall not solicit or accept any Gifts, Payments, Fees, Services Opportunities or Favors not deemed nominal as outlined
below from any person or business or group seeking to do business with, doing business with or competing against the company
Acceptable Business Gifts From Outside CompaniesIt is acknowledged that certain gifts of nominal value are
widely offered as commonbusiness practice and may be accepted as such. In no instance, however, shouldgifts, contributions or donations be requested
or in any way solicited by a Companyemployee.
Acceptable Business Gifts To Outside CompaniesAll gifts, favors and entertainment offered to others by
employees of the Companywill be in accordance with widely accepted good business practices and will be ofsuch a nature that public disclosure of all
related facts would not embarrass theemployee or the Company.Such gifts are never to be offered in such a way as to imply that they are a kickback,bribe or payoff.
Unacceptable Business GiftsGifts of cash, stocks, bonds or similar items shall not
be given or accepted,regardless of amount.
Reporting Business GiftsReport any of the following to the appropriate
Division President and the LegalDepartment:• Any gift given or received with a value in excess of $200• Any gift that can be construed as a
violation of Company policy,regardless of amountIf you have any questions regarding the propriety of any entertainment or gifts,especially if you have dealings
with government employees who may not beallowed to accept such items, consult the Company's Legal Department.
Reporting
Human Resource Concerns. Human resource concerns, such as discrimination orharassment, can be appropriately reported
to an employee’s supervisor or localhuman resource representative.
Financial and Accounting Matters. Financial and accounting concerns can beappropriately reported to an employee’s applicable financial manager, Vice
President of Finance, Corporate Controller or the Internal Audit Department.
Environmental, Health and Safety. Environmental, health and safety matters can beappropriately reported to your HSE representative
or the Company’scorporate HSE department.
Legal and Other Matters.
Many policies and concerns relate
to potential violationsof laws or conflicts of interests. These can be appropriately reported to the legaldepartment. r content here
