Code of Conduct and Ethics
A. General Philosophy
The honesty, integrity and sound judgment of our associates, officers and directors is essential to the Company's reputation and success.
This Code of Conduct and Ethics governs the actions and working relationships of the Company's associates, officers and directors with current and potential customers, fellow associates, competitors, government and self-regulatory agencies, the media, and anyone else with whom the Company has contact. These relationships are essential to the continued success of the Company. When this Code of Conduct and Ethics refers to "the Company," that term includes the Company's affiliates. .
This Code of Conduct and Ethics:
B. Conflicts of Interest
A "conflict of interest" occurs when your private interest in any way interferes with the interests of the Company. You are expected to avoid all situations that might lead to a real or apparent material conflict between your self-interest and your duties and responsibilities as an associate, officer or director of the Company. Any position or interest, financial or otherwise, that could materially conflict with your performance as an associate, officer or director of the Company, or that affects or could reasonably be expected to affect your independence or judgment concerning transactions between the Company, its customers, suppliers or competitors or otherwise reflects negatively on the Company would be considered a conflict of interest. When unsure whether your situation presents a conflict of interest, you should consult with your manager or a member of senior management
C. Confidentiality
Nonpublic information regarding the Company or its business, associates, customers and suppliers is confidential. As an associate, officer or director, you are trusted with confidential information. You are only to use such confidential information for the intended business purpose of the Company. You are not to share confidential information with anyone outside of the Company, including family and friends, or with other associates of the Company who do not need the information to carry out their duties. You may be required to sign a specific confidentiality agreement in the course of your employment at the Company. Whether a specific confidentiality agreement is required of you, your obligation to keep all information confidential continues even if your employment with the Company ends. The following is a non-exclusive list of confidential information:
The following is a non-exclusive list of confidential information:
(i) material, non-public financial information regarding the Company or any of its subsidiaries or affiliates;
(ii) ) trade secrets, which include customer lists, pricing and cost information, business or technical information, programs, methods, techniques, compilations or other information that is valuable because it is not generally known; and
(iii) any invention or process developed by an associate using the Company's facilities or trade secrets, resulting from any work for the Company, or relating to the Company's business.
All public and media communications involving the Company must have prior clearance by the Company's senior management
D. Business Opportunities of the Company
Using confidential information about the Company or its business, associates, officers, directors, customers or suppliers for personal benefit or disclosing such information to others outside your normal duties is prohibited.
Associates, officers and directors are prohibited from:
There are certain situations in which you may accept a personal benefit from someone with whom you transact business such as:(i) personally benefiting from opportunities that are discovered through the use of the Company's property, or through their contacts, information or position with the Company;
(ii) accepting employment or engaging in a business (including consulting or similar arrangements) that may conflict with the performance of your duties for the Company or the Company's business interest;
(iii) soliciting, demanding, accepting or agreeing to accept anything of value from any person in conjunction with the performance of your employment or duties for the Company; or
(iv) acting on behalf of the Company in any transaction in which you or any member of your immediate family has a significant direct or indirect financial interest.
(i) accepting a gift in recognition of a commonly recognized event or occasion (such as a promotion, new job, wedding, retirement or holiday). An award in recognition of service and accomplishment may also be accepted without violating this Code of Conduct and Ethics so long as the gift does not exceed $100 USD from any one individual in any calendar year;
(ii) accepting something of value if the benefit is available to the general public under the same conditions on which it is available to you; or
(iii) accepting meals, refreshments, travel arrangements and accommodations of reasonable value in the course of a meeting or other occasion to conduct business or foster business relations if the expense would be reimbursed by the Company as a business expense if the other party did not pay for it. Accepting entertainment expenses of reasonable value, under the above conditions and subject to the $100 USD threshold, are also acceptable.
E. Insider Trading
It is both unethical and illegal to buy, sell, trade or otherwise participate in transactions involving the Company's securities while in possession of material information concerning the Company that has not been released to the general public, but which when released may have an impact on the market price of the Company's securities. It is also unethical and illegal to buy, sell, trade or otherwise participate in transactions involving the securities of any other company while in possession of similar non-public material information concerning such company. Any questions concerning the propriety of effecting a transaction in the Company's (or other company's) securities should be directed to the Company's Chief Financial Officer or Company counsel.
F. Outside Business Relationships
Before agreeing to act as a director, officer, consultant or advisor for any other business organization, you should notify your immediate supervisor.
Directors should disclose all new directorships or potential directorships to the Chairman of the Nominating and Governance Committee in order to avoid any conflicts of interest and to maintain independence.
Associates who are considering outside employment should notify their manager or supervisor, who will review outside employment requests for potential conflicts of interest.
G. Other Agreements
At or prior to their hiring date, associates must disclose the existence of any employment agreement, non-compete or non-solicitation agreement, confidentiality agreement or similar agreement with a former employer that in any way restricts or prohibits their performance of any duties or responsibilities of their positions with the Company. Copies of such agreements should be provided to the Company counsel to permit evaluation of the agreement in light of the associate's position. In no event shall an associate use any trade secrets, proprietary information or other similar property, acquired in the course of his or her employment with another employer, in the performance of his or her duties for or on behalf of the Company.
H. Protection and Proper Use of Company Property
All associates, officers and directors should protect the Company's property and assets and ensure their proper use. Theft, carelessness and waste can directly impact the Company's profitability, reputation and success. Permitting the Company's property (including data transmitted or stored electronically and computer resources) to be damaged, lost, or used in an unauthorized manner is strictly prohibited. Associates, officer and directors may not use official stationery for personal purposes.
I. Compliance with Laws, Rules and Regulations
This Code of Conduct and Ethics is based on the Company's policy that all associates, officers and directors comply with the law. While the law prescribes a minimum standard of conduct, this Code of Conduct and Ethics requires conduct that often exceeds the legal standard.
J. Reporting of Illegal or Unethical Behavior
The Company recognizes that its associates, customers and suppliers must have faith and confidence in the honesty and character of its personnel. Fraud is an element of business that can significantly affect the reputation and success of the Company. The Company requires its associates, officers and directors to talk to supervisors, managers or other appropriate personnel to report and discuss any known or suspected criminal activity or violations of this Code involving the Company or its associates. If, during the course of your employment, you become aware of any suspicious activity or behavior, including concerns regarding questionable accounting or auditing matters, you should report such activity or behavior to a member of the Company's senior management. Reporting the activity will not subject the associate to discipline absent a knowingly false report. All reports will be treated confidentially. The Company has a toll free "Help Line" that is available to anyone wishing to bring any such matter to the attention of management or the Audit Committee of the Board of Directors. The telephone number of the Help Line is 1-800-461-9330 in the United States and 720-514-4400 outside the United States (collect call). You may also use the internet to report at www.mysafeworkplace.com or through the Mysafeworkplace link on the OM Group portal at https://portal.omgi.com. You are strongly encouraged to leave your name to aid in our investigation, however, anonymous reports also receive a full inquiry.
All associates and third parties may communicate with the directors including the Lead Director and the members of the Audit Committee by directing their comments to such directors care of OM Group, Inc., 1500 Key Tower, 127 Public Square, Cleveland, Ohio 44114.
K. Administration and Waiver of Code of Conduct and Ethics
This Code of Conduct and Ethics shall be administered and monitored by the Company's Human Resources Department. Any questions and further information on this Code of Conduct and Ethics should be directed to that department.
All managers and direct supervisors are responsible for reviewing this Code of Conduct and Ethics with their subordinates each time a new edition of the Code of Conduct and Ethics is published.
The provisions of the Code of Conduct and Ethics will be included in the Company's Associate Handbook. The Associate Handbook will be issued to all new associates and officers at the time of employment and reissued to existing associates and officers from time to time. Associates may be required to sign a receipt form for the Associate Handbook indicating they have read this Code of Conduct and Ethics and comply with its provisions.
Associates, officers and directors of the Company are expected to follow this Code of Conduct and Ethics at all times. In rare circumstances, situations may arise in which a waiver may be appropriate. Waivers will be determined on a case-by-case basis by the Company's senior management, and if appropriate, with the advice of the Company's counsel. However, waivers for directors and executive officers may only be granted by the Audit Committee of the Board of Directors, which shall have the sole and absolute discretionary authority to approve any deviation or waiver from this Code of Conduct and Ethics. Any waiver for directors or executive officers, and the grounds therefore, shall be promptly disclosed to shareholders.
Known or suspected violations of this Code of Conduct and Ethics will be investigated and may result in disciplinary action up to and including immediate termination of employment from the Company.