Albemarle Corporation, including each of its subsidiaries and affiliates (collectively, “Company”), is committed to achieving the highest standards of legal, honest and ethical conduct for itself and its directors, officers, employees and others who operate on behalf of the Company (collectively, “Personnel”). Consistent with the Company’s values, adherence to these standards is essential. It is the conduct of Personnel, individually and collectively, that affects the Company’s reputation in its various communities, public confidence in the integrity of the Company, and the direct financial interests of the Company, all of which are fundamental to its continued success. Beyond the strict legal requirements, all Personnel are expected to observe high standards of business and personal ethics in the discharge of their responsibilities for the Company. It is the personal responsibility of all Personnel to acquaint themselves with the legal and policy standards applicable to their assigned duties and responsibilities, and to conduct themselves accordingly.
Because of recent changes in legal requirements and increasingly complex ethical questions facing all Personnel, the Company has formalized its existing corporate compliance policies by developing this Code of Conduct (the “Code”), which sets forth appropriate ethical and legal principles by which all Personnel are expected to abide. The Code is intended to supplement existing policies. The Code and related policies are available on the Company’s intranet website Albemarle Today.
Who Is Covered
The Code applies to all Personnel, who should be thoroughly familiar with the Code and Company policies. New Personnel will be given copies of the Code to review upon commencing employment.
Organization and Implementation
The Chief Executive Officer of the Company is principally responsible for ensuring compliance with the Code and applicable laws throughout the Company. Reporting to the Chief Executive Officer is the Corporate Compliance Officer, who is responsible for coordinating the efforts of all persons involved in the enforcement of the Code and related policies and laws. The Corporate Compliance Officer is the General Counsel of the Company.
All Personnel are required to read and become familiar with the Code and the Company’s policies. Unless otherwise prohibited by applicable law, all officers and certain other Personnel, as determined by the Corporate Compliance Officer from time to time, shall sign the Certification on an annual basis. By signing the certification, each individual is certifying that he or she has conducted the Company’s business in compliance with the Code, related policies and applicable law and has reported any known conduct by any Personnel in violation of the Code, related policies or applicable law.
Because all Personnel are required to make a serious commitment to comply with the Code, related policies and applicable law, the Company will periodically conduct programs that provide employees with information needed to fulfill their duties and to comply. These programs may consist of additional written policies, informational handouts and memoranda or, when appropriate, training seminars in selected areas.
II. CODE REQUIREMENTS
A. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The Company competes in local and global markets. The Company recognizes that at times Personnel will encounter laws and customs in international markets that vary from those in the United States. Obeying the law, both in letter and spirit, is the foundation on which the Company’s ethical standards are built. All Personnel must respect and obey the laws, rules and regulations of the municipalities, states and countries in which the Company operates. The laws governing the Company’s activities are complex, and at times they may be difficult for Personnel to interpret. Nonetheless, difficulties in interpreting the law do not excuse Personnel from the obligation to comply fully. Although not all Personnel are expected to know the details of every law, it is important to know enough to determine when to seek advice from a supervisor or the Corporate Compliance Officer, so as to comply fully.
B. CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITIES
All Personnel must recognize and avoid any situation that involves an actual or apparent conflict of interest between personal and professional relationships. A conflict of interest exists when an individual has a direct or indirect personal interest in a transaction or situation that affects or appears to affect his or her judgment and divides his or her loyalties between two or more competing interests. Such situations are not always easy to avoid. When a conflict of interest arises, it is important to act with great care to avoid even the appearance that actions are not in the best interest of the Company.
Personnel who find themselves in a position where their objectivity may be questioned because of individual interest or family or personal relationships must notify their supervisor immediately and, if appropriate, the Corporate Compliance Officer.
Personnel are prohibited from personally taking for themselves opportunities that are discovered through the use of Company property, information or position without the consent of the Chief Executive Officer or, with respect to directors or officers, the Board. Personnel may not use Company property, information, or position for improper personal gain or compete with the Company directly or indirectly. In addition, each employee must sign an agreement requiring him or her to disclose and assign to the Company all inventions and discoveries conceived by him or her during his or her employment and providing that such inventions or discoveries shall become the absolute property of the Company.
C. BUSINESS ENTERTAINMENT AND POLITICAL CONTRIBUTIONS
Personnel may not make any gift, payment or loan, or grant any unreasonable favor, to any present or potential customer, supplier, or any U.S. or foreign government officer or agent on behalf of the Company, particularly where the purpose is to influence his business judgment or induce him to compromise his duties. Personnel are also not permitted to accept from such persons or entities any similar gifts, payments, loans or favors. This prohibition does not include favors or gifts permitted under applicable law of tangible property of modest value not exceeding customary standards of ethical business conduct, nor does it include reasonable entertainment for business purposes consistent with customary business practices permitted under applicable law. If you have any questions about the appropriateness of giving or accepting a gift or invitation, you should consult your supervisor or the Corporate Compliance Officer.
The Company supports employee involvement in the political process, including individual activities supporting a party, candidate or political issue (on the employee’s personal time and without using Company resources, unless authorized by the Chief Executive Officer). In addition, the Company supports involvement by eligible employees with the Company’s political action committee, Albemarle Corporation Political Action Committee. Albemarle Corporation Political Action Committee is the only permissible source for funding U.S. political contributions made on behalf of the Company. Personnel may not promise or make any contribution, directly or indirectly, on behalf of the Company to any political party, candidate or political issue.
D. PROHIBITION AGAINST USE OF CONFIDENTIAL “INSIDE” INFORMATION
Personnel are not permitted to divulge confidential information pertaining to the Company (e.g., information relating to acquisitions, dispositions, business plans, earnings, financial or business forecasts, or competitive information) to any individual inside or outside of the Company who does not have a direct Company-related need to know such information. In addition, Personnel may not seek to obtain any confidential information of customers, suppliers or competitors in an illegal or unethical manner. This requirement not only relates to transactions with respect to stock and other securities but also to any situation where undisclosed information may be used as the basis for inequitable bargaining with an outsider. The obligation to preserve confidential information continues even after employment ends.
Personnel and their family members are prohibited from purchasing or selling Company stock or other securities, or securities of any other publicly traded company or from recommending such purchase or sale to other persons, on the basis of material, non-public information. Information is material if it is important enough to affect a reasonable person’s decision to buy, sell or hold securities, and is non-public if it has not been the subject of a Company news release or disclosed on the Company’s website.
E. PROTECTION AND PROPER USE OF COMPANY’S AND OTHERS’ ASSETS
Protecting the Company’s Assets
Personnel are expected to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability and will not be tolerated. All Company assets should be used for legitimate business purposes. Use of the internet, intranet, electronic mail, computer and communications systems will be in support of and to advance the Company’s business success, at all times, in accordance with the Company’s policies.
The obligation of Personnel to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this material is a violation of Company policy. It could also be illegal and result in civil or criminal penalties.
Protecting Others’ Assets, Information and Technology
The Company and its Personnel must also respect the proprietary information and confidential information of other parties. The unauthorized duplication of copyrighted material, including copyrighted computer software, is a violation of copyright laws and is strictly prohibited.
Similarly, it is a violation of the Code and, in many cases, local or federal law, to use a computer to gain unauthorized access to computer systems with the intent either of (1) obtaining trade secrets or other confidential information, (2) destroying, impairing or otherwise injecting a “virus” into the other system, or (3) committing any other type of computer fraud or theft. Personnel are required to conduct their use of the internet and the Company’s computer and communications systems in accordance with the Code and all applicable Company policies.
F. MAINTAINING ACCURATE BOOKS AND RECORDS
Records must be retained or destroyed in accordance with the Company’s records retention policy.
All assets, liabilities, revenues and expenses of the Company must be properly recorded in appropriate Company books and records. False or fictitious entries may not be made in, and no information that should be recorded shall be omitted from the books and records of the Company for any reason. All entries in the books and records of the Company must properly reflect the nature of the transactions in compliance with applicable accounting rules and the Company’s system of internal controls. All reports and documents submitted or furnished to or filed with the Securities and Exchange Commission and all public communications made by the Company must strive to include full, fair, accurate, timely and understandable disclosure.
G. FAIR COMPETITION
The Company’s goal is to outperform its competition fairly and honestly. It seeks competitive advantage through superior performance, never through unethical or illegal business practices and is committed to dealing fairly with its customers, suppliers and competitors.
The Company is subject not only to U.S. antitrust laws but also to certain international competition laws. Antitrust and competition laws are intended to eliminate unreasonable restraints of trade, monopolization, price discrimination and unfair trade practices, and thus foster a marketplace in which companies compete fairly and evenly. Violation of these laws can occur if Personnel (1) have communications or agreements with competitors on prices, terms, sales policies or customer selection or classification (except for usual credit information) or (2) attempt to suggest or agree with a competitor, supplier or customer on how he or she should deal with others.
The consequences of violating the antitrust or competition laws can be quite severe to Personnel as well as to the Company. Personnel are expected to become familiar with these laws, as well as related Company policies and compliance programs, and to adhere strictly to them. In the event any proposed business practice on behalf of the Company presents a possible question under antitrust or competition laws, Personnel are to consult with the Corporate Compliance Officer so as to assure compliance with these laws and applicable Company policies and compliance programs.
Information About Competitors
The Company will not engage in illegal or improper acts to acquire a competitor’s trade secrets, customer lists, financial data, information about facilities, technical developments or operations. In addition, the Company will not hire competitors’ employees for the purpose of obtaining confidential information or urge competitors’ personnel or customers to disclose confidential information.
H. DOING BUSINESS GLOBALLY
Certain U.S. trade laws and local laws apply to the Company’s international work. Three of these laws that do apply are discussed in this section. It is the Company’s policy that all international business be conducted in compliance with these and other applicable laws.
The U.S. antiboycott laws prohibit the Company from complying with or supporting a country’s boycott of another country that is “friendly” to the United States.
An illegal boycott request can be made in such documents as bid invitations, purchase contracts or letters of credit, or orally in connection with a transaction. Such a request might even take the form of a contractual provision, which simply requires compliance with a country’s law that includes an obligation to engage in a prohibited boycott. Even when a company refuses to comply with a prohibited boycott, U.S. law requires companies to report promptly to the U.S. government any request the company receives to furnish information regarding a boycott.
Export Control Laws
It is the Company’s policy to comply faithfully with the export and import regulations of the countries in which we operate. Every country in which we operate maintains a complex set of regulations that regulate and limit the Company’s ability to export goods and technology. Additionally, the United States government promulgates regulations that control the export of goods to specific sanctioned countries and/or restrict the export of certain goods or technology. All of these various export regulations are designed to protect the domestic economy, to address national security concerns and/or to advance foreign policy goals.
Often, violations of these regulations arise from a lack of oversight, especially with respect to routine transactions, such as with affiliated companies located abroad. Personnel should be aware, however, that even transactions with affiliates can violate the regulations.
Foreign Corrupt Practices Act
The U.S. Foreign Corrupt Practices Act (FCPA) prohibits the offer or payment of money or anything of value to an official of a foreign country or public international organization, foreign political party or official thereof, or any candidate for political office of a foreign country (collectively, “foreign official”) with the intent or purpose of inducing the official to use his or her influence to affect a government act or decision in order to obtain, retain or direct any business or obtain any other improper advantage. The prohibition applies to both the offers and payments made directly by the Company, and to those made through intermediaries, such as partners, agents, consultants, and family members. Directors, officers and employees of government-owned companies, and members of royal families may be considered to be foreign officials subject to these restrictions. Prohibited offers or payments can include entertainment and gifts, as well as money.
Violation of any of these laws may result in severe criminal penalties for the Company and the individual, including imprisonment, as well as disciplinary action by the Company. The rules governing the Company’s obligations under these laws are complex, and the penalties for violating them are severe. Therefore, in all cases, you should consult with the Corporate Compliance Officer when such issues related to international business arise.
I. ENVIRONMENT, HEALTH & SAFETY
The Company values the health and safety of its employees, neighbors, customers and suppliers, as well as the environment of the communities in which they live and work. The Company’s greatest obligation is to conduct its business in a manner such that injuries and adverse environmental events do not occur.
It is the responsibility of all Personnel to follow established practices and policies, adhere to the letter and the spirit of all laws and regulations, and avoid committing any unsafe acts that put them or co-workers at risk. These responsibilities include the accurate and proper completion of required paperwork (i.e., permits, logs, readings, etc.) for every task. Personnel should advise their supervisors or, if necessary, the Vice President, Health, Safety and Environment and the Corporate Compliance Officer, of any potential environmental or safety hazards, in order to permit prompt remediation.
J. EMPLOYMENT AND LABOR-RELATED PRACTICES
The Company believes that fostering a high quality, effective workforce is the unique determinant of sustained business success. Therefore all those in management roles are accountable to ensure the fair application of employee policies and employment practices. Further, all Personnel are encouraged to take personal responsibility to maximize their productivity, personal development and contributions to the success of the Company. The Company strives to provide an environment that values results of individuals and teams, while emphasizing respect for each other and effective communications. Personnel are expected to raise work place issues that represent a risk to the Company, violate the policies of the Company or threaten a successful work environment.
The Company will abide by all applicable employment laws regarding employment decisions, including recruitment, hiring, placement, promotion, reassignment, compensation, training, discipline and dismissal. Reasonable accommodations for individuals with handicaps or disabilities will be made, as required by applicable law. Harassment in any form is absolutely prohibited. It is the Company’s policy to comply faithfully with the applicable immigration laws and regulations. The Company will also abide by applicable labor laws wherever it operates.
Reporting Any Illegal or Unethical Behavior
The Company recognizes that it is sometimes difficult to delineate proper standards of ethical conduct. In such instances, an employee should not rely upon his or her own personal judgment, but should fully and openly discuss the matter with his or her supervisor. Company management may bring any further questions concerning the ethics or legality of a particular situation to the attention of the Chief Executive Officer or the Corporate Compliance Officer, who will, if necessary, consult with outside legal counsel for final determination. Within this framework, all Personnel are required to report without delay through normal reporting channels any violation of the Code and any unethical, dishonest or illegal conduct engaged in by themselves or by other Personnel. The identity of any person making such a report will be kept in strict confidence, or the report may be made on an anonymous basis.
If after either (1) following normal reporting procedures, the reporting person does not believe that the matter has been addressed properly, or (2) the reporting person concludes that following those procedures would not be feasible, he or she should make reports of such activities by calling the Company’s toll-free hotline at 1-866-520-7789, by sending an email to firstname.lastname@example.org or by writing to the Corporate Compliance Officer, Albemarle Corporation, 330 South Fourth Street, Richmond, VA 23219 USA.
All reports related to accounting, internal control over financial reporting or auditing matters or potential violations by members of the Board or officers will be referred to the Audit Committee. All other reports of potential violations will be handled by the Corporate Compliance Officer.
It is a serious violation of the Code, and under certain circumstances a violation of law, for any manager or supervisor of the Company to initiate or encourage reprisal against an employee or other person who in good faith reports a known or suspected violation of the Code or law.
In the extremely unlikely event that granting relief from any provision of the Code is in the best interests of the Company, any such modification or amendment of, or relief from, the Code for any director or officer (including the principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions) may only be made by the Corporate Governance and Social Responsibility Committee of the Board. Such modifications, amendments or relief will be promptly disclosed as required by law. Any questions concerning relief for Personnel not identified above must be referred to the Corporate Compliance Officer.
Any violation of the Code will form the basis for appropriate disciplinary action, up to and including dismissal; it may also expose the offender to civil liability and criminal prosecution. No improper or illegal behavior will be justified by a claim that it was ordered by someone in higher authority. No one, regardless of position, is authorized to direct an employee to commit a wrongful act.
The Company’s internal and outside auditors are also responsible for promptly reporting any potentially significant violations of law or the Code to the Audit Committee or to appropriate corporate officers. Civil or criminal law enforcement authorities may also have to be notified in the event of violations of the law. Appropriate legal advice should be obtained, however, before any such notification is made.
Translations of the Code will be prepared, if necessary, to ensure that all employees are able to understand them completely.