Code of Business Conduct and Ethics
General Policy and Procedures
The Code of Business Conduct and Ethics (the “Code”) of BWAY Corporation (including its subsidiaries and affiliates) (collectively, “BWAY” or the “Company”) applies to all employees, including directors and officers (an “Employee” and, collectively, “Employees”). Failure to follow the Code could result in disciplinary action up to and including termination.
The Company is committed to the highest standards of ethics and business conduct. The Company conducts its business as a good corporate citizen and complies with all laws, rules and regulations applicable to it or the conduct of its business. This commitment and standard of conduct governs our relationships with customers, suppliers, shareholders, competitors, the communities in which we operate, and with each other as Employees at every organizational level.
The officers of the Company will:
· exhibit and promote the highest standards of ethical conduct through the establishment and operation of policies and procedures; such procedures will encourage and reward professional integrity in all aspects of the organization, by eliminating inhibitions and barriers to responsible behavior, such as coercion, fear of reprisal, or alienation from the organization or the enterprise itself;
· prohibit and eliminate the appearance or occurrence of conflicts between what is in the best interest of the Company and what could result in material personal gain for an Employee of the Company;
· provide a mechanism for Employees to inform officers of the Company of deviations in practice from policies and procedures governing honest and ethical behavior and demonstrate their personal support for such policies and procedures through periodic communication reinforcing these ethical standards throughout the Company.
The Code is an expression of our core values and represents a framework for decision-making. To this end, Employees are responsible for understanding the Code and acting in accordance with it. The Code cannot and is not intended to cover every applicable law, rule or regulation or provide answers to all questions that may arise; for that, we must ultimately rely on each Employee’s good sense of what is right, including a sense of when it is proper to seek guidance from others with respect to the appropriate course of conduct. Questions regarding any law, rule, regulation, or principle discussed in the Code which may govern business conduct, should be directed to your supervisor, the Chief Financial Officer, Internal Audit or the confidential Whistle-blower Hotline at 800-461-9330 or log-on at www.MySafeWorkplace.com.
The Code does not in any way constitute an employment contract or an assurance of continued employment. It is for the sole and exclusive benefit of the Company and may not be used or relied upon by any other party. The Company may modify or repeal the provisions of the Code or adopt a new Code at any time it deems appropriate, with or without notice.
Compliance with Laws, Rules & Regulations
Employees are required to comply fully with all laws, rules and regulations affecting the Company’s business and its conduct in business matters. The Company conducts is business not only in the United States, but also in Canada and Puerto Rico, where applicable laws, rules, regulations, customs and social requirements may be different from those in the United States. It is the Company’s policy to abide by the national and local laws of our host nations and communities. The fact that in some countries certain standards of conduct are legally prohibited, but these prohibitions are not enforced in practice, or their violation is not subject to public criticism or censure, will not excuse any illegal action by an Employee. In the case of any conflict between foreign and United States law, or in any situation where an Employee has a doubt as to the proper course of conduct, it is incumbent upon an Employee to immediately consult the Chief Financial Officer or Internal Audit.
The officers of the Company will establish and maintain mechanisms to educate members of the organization about any applicable federal, state, provincial or local statute, regulation or administrative rule that effects the operation of the organization and the enterprise. The officers of the Company will monitor the compliance of the organization with any applicable federal, state, provincial or local statute, regulation or administrative rule and will identify, report and correct in a swift and certain manner, any detected deviations from applicable federal, state, provincial or local statute, regulation or administrative rule.
Beyond the strictly legal aspects involved, Employees at all times are expected to act honestly and maintain the highest standards of ethics and business conduct, consistent with the professional image of the Company.
Foreign Corrupt Practices Act/Anti-Bribery and Anti-Corruption
Our business may sometime require that we interact with officials of various governments around the world. Transactions with governments are covered by special legal rules, and are not the same as conducting business with private parties. Consult with the Company’s Chief Financial Officer to be certain that you are aware of, understand and abide by these rules.
In general, do not offer anything to a government official—directly or indirectly—in return for favorable treatment. You must obtain prior approval from the Company’s Chief Financial Officer before providing anything of value to a government official. Ensure that any such payments are properly recorded in the appropriate Company account.
Many countries have passed legislation criminalizing bribery of government officials. Such legislation includes the Foreign Corrupt Practices Act (United States) and the Corruption of Foreign Public Officials Act (Canada). The sanctions for violating these laws can be severe, including significant individual and corporate fines, and even imprisonment.
Bribery is prohibited. Bribery is the offering, giving, receiving, or soliciting of any item of value to influence the actions of an official or other person in charge of a public or legal duty. Examples of bribes include payment to a government official to encourage a decision to award or continue business relations, to influence the outcome of a government audit or inspection, or to influence tax or other legislation. Other payments to government officials also may constitute bribes in some jurisdictions. Consult the Chief Financial Officer regarding local anti-bribery laws.
“Any item of value” means anything that might have value including cash, gifts, meals, entertainment, business opportunities, Company product, offers of employment and more. There is no monetary threshold; any amount could be construed as a bribe.
Confidential, Proprietary Information
One of the Company’s most valuable assets is information. Employees should maintain the confidentiality of information (whether or not it is considered proprietary) entrusted to them not only by the Company, but also by suppliers, customers and others related to our business. Confidential information includes all non-public information that might be of use to our competitors or harmful to the Company, or its customers or suppliers, if disclosed. Examples of confidential information include trade secrets, new product or marketing plans, customer lists, research and development ideas, manufacturing processes, or acquisition or divestiture prospects.
Employees should take steps to safeguard confidential information by keeping such information secure, limiting access to such information to those Employees who have a “need to know” in order to do their job, and avoiding discussion of confidential information in public areas, for example, in elevators, on planes and on mobile phones.
Confidential information may be disclosed to others when disclosure is authorized by the Company or legally mandated. The obligation to preserve confidential information is ongoing, even after termination of employment.
Conflicts of Interest
Employees must base business decisions and actions on the best interest of the Company. Accordingly, Company policy prohibits conflicts of interest. A conflict of interest occurs when an individual’s personal interest interferes in any way—or even appears to interfere—with the interests of the Company as a whole. A conflict situation can arise when an Employee or a member of his or her family takes actions or has interests that may make it difficult for the Employee to perform his or her work objectively and effectively. Conflicts of interest also arise when an Employee or a member of his or her family receives improper personal benefits as a result of the Employee’s position in the Company.
Such conflicts of interest can undermine an Employee’s business judgment and his or her responsibility to the Company, as well as threaten the Company’s business and reputation. Accordingly, all apparent, potential, and actual conflicts of interest should be scrupulously avoided. Though it is not possible to list every activity or situation that might raise a conflict of interest issue, the list below provides examples of certain more significant areas of conflict:
• Corporate Opportunities. Taking personal opportunities that are discovered through the use of corporate property, information or position, or using corporate property, information or position for personal gain or competing with the Company. Such action is prohibited.
• Gifts. Receiving from or giving to a supplier, customer or competitor, gifts, gratuities, special allowances, discounts or other benefits not generally available. De minimus gifts received or given in the normal course of business will be allowed.
• Loans. Providing loans to or guaranteeing obligations of Employees or their family members. Such activity will not be allowed without the prior written approval of the Chief Financial Officer, and if appropriate, the Board of Directors or a committee of the Board. The Company will not extend, maintain or arrange for any personal loan to or for any director or executive officer (or the equivalent thereof).
• Outside Activity. Engaging in any outside activity that materially detracts from or interferes with the performance by an Employee of his or her services to the Company.
• Outside Employment. Serving as a director, representative, employee, partner, consultant or agent of, or providing services to, an enterprise that is a supplier, customer or competitor of the Company.
• Personal Interests. Having a direct or indirect personal interest in a transaction involving the Company.
• Personal Investments. Directly or indirectly, owning a material amount of stock in, being a creditor of, or having another financial interest in a supplier, customer or competitor.
All potential and actual conflicts of interest or material transactions or relationships that reasonably could be expected to give rise to such a conflict or the appearance of such a conflict must be promptly communicated to the Chief Financial Officer or Internal Audit. Employees should take care to report conflicts to a person who they believe is not involved in the matter giving rise to the conflict.
Any Employee who has a doubt about whether a conflict of interest exists after consulting this provision of the Code, should contact the Chief Financial Officer or Internal Audit, so that he or she can assist you in making that determination.
Related Party Transactions
Related party transactions are similar, but not identical to Conflicts of Interest. The Company must take efforts to identify all related party transactions timely and ensure they have been properly authorized, accounted for and disclosed in the Company’s financial statements. Related party transactions may occur in the normal course of the Company’s business. While related parties are sometimes difficult to identify, any transaction with the following should be scrutinized and discussed with the Chief Financial Officer or Corporate Controller prior to the transaction: a) Affiliates of the Company; b) principal owners of the Company and members of their immediate families; c) management of the Company and members of their immediate families; and d) other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one the transacting parties might be prevented from fully pursuing its own separate interests.
Once these transactions have been identified, the Chief Financial Officer will need to authorize and approve significant transactions and arrangements with related parties. If you become aware of these types of transaction after they have occurred, you still have an obligation to report the transaction to the Chief Financial Officer.
The Company’s success depends on building productive relationships with one another and third parties based on honesty, integrity, ethical behavior and mutual trust. Every Employee should endeavor to deal fairly with each of our customers, suppliers, competitors and other Employees. No Employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practices.
Financial Records and Periodic Reports
The Company’s officers will establish and manage the enterprise transaction and reporting system and procedures to ensure that business transactions are properly authorized and completely and accurately recorded on the Company’s books and records in accordance with Generally Accepted Accounting Principles (GAAP), and established company financial policy. The Company’s officers will ensure that the retention or proper disposal of company records shall be in accordance with established enterprise financial policies and applicable legal and regulatory requirements. Periodic financial communications and reports will be delivered in a manner that facilitates the highest degree of clarity of content and meaning so that readers and users will quickly and accurately determine their significance and consequence and information acquired in the course of one’s work will remain confidential except when authorized or otherwise legally obligated to be disclosed.
Quality of Disclosures
Federal and state securities laws as well as certain of the Company’s debt arrangements impose continuing disclosure requirements on the Company, and require the Company to regularly file and/or provide certain reports with and make certain submissions (the “Reports”) to the Securities and Exchange Commission and others. Such Reports must comply with all applicable legal and exchange requirements and may not contain material misstatements or omit material facts.
All Employees directly or indirectly involved in preparing such Reports, any Employees who regularly communicate with the press, investors and analysts concerning the Company, and all representatives who assist the Company in preparing such Reports and communications, will ensure that such Reports and communications are (i) full, fair, timely, accurate and understandable and (ii) meet all legal requirements. This policy applies to all public disclosure of material information about the Company, including written disclosures, oral statements, visual presentations, press conferences and media calls.
Protection and Proper Use of Assets
Proper and efficient use of Company, supplier, customer and other third party assets, such as electronic communication systems, information (proprietary or otherwise), material, facilities and equipment, as well as intangible assets, is each Employee’s responsibility. Employees must not use such assets for personal profit for themselves or others. In addition, Employees must act in a manner to protect such assets from loss, damage, misuse, theft, removal and waste. Finally, Employees must ensure that such assets are used only for legitimate business purposes. However, in limited instances, Company assets may be used for other purposes approved by management.
Reporting of any Illegal or Unethical Behavior
Any Employee who is aware of any illegal or unethical behavior or who believes that an applicable law, rule or regulation or the Code has been violated, must promptly report the matter to the Chief Financial Officer or Internal Audit. In addition, an Employee who has a concern about the Company’s accounting practices, internal controls or auditing matters, should also promptly report his or her concerns. Any Employee wishing to make a report with respect to any of these matters anonymously, or to discuss a sensitive issue or question, may call the Whistle Blower Hotline at 800-461-9330 or log-on at www.MySafeWorkplace.com. Employees should take care to report violations to a person who they believe is not involved in the matter giving rise to the violation. All reports of violations will be promptly investigated and, if appropriate, remedied, and if legally required, immediately reported to the proper governmental authority.
Employees will be expected to cooperate in assuring that violations of the Code are promptly addressed. The Company has a policy of protecting the confidentiality of those making reports of possible misconduct to the maximum extent possible, consistent with the requirements necessary to conduct an effective investigation, and the law. In no event will there be any retaliation against someone for reporting an activity that he or she in good faith believes to be a violation of any law, rule, regulation, or the Code. Any supervisor or other Employee intimidating or imposing sanctions on an Employee for reporting a matter will be disciplined up to and including termination.
Employees should know that it is a crime to retaliate against a person, including with respect to their employment, for providing truthful information to a law enforcement officer relating to the possible commission of any federal offense. Employees who believe that they have been retaliated against by the Company, its Employees, contractors, subcontractors or agents, for providing information to or assisting in an investigation conducted by a federal agency, Congress or a person with supervisory authority over the Employee (or another Employee who has the authority to investigate or terminate misconduct) in connection with conduct that the Employee reasonably believes constitutes a violation of federal criminal fraud statutes or any rule or regulation of the Securities and Exchange Commission, may file a complaint with the Secretary of Labor, or in federal court if the Secretary does not take action in a timely manner.
Responding to Improper Conduct
This Code will be enforced on a uniform basis for everyone, without regard to an Employee’s position within the Company. If an Employee violates the Code, he or she will be subject to disciplinary action. Supervisors and managers of a disciplined Employee may also be subject to disciplinary action for their failure to properly oversee an Employee’s conduct, or for retaliation against an Employee who reports a violation.
The Company’s response to misconduct will depend upon a number of factors including whether the improper behavior involved illegal conduct. Disciplinary action may include, but is not limited to, reprimands and warnings, probation, suspension, demotion, reassignment, reduction in salary or immediate termination. Employees should be aware that certain actions and omissions prohibited by the Code might be crimes that could lead to individual criminal prosecution and, upon conviction, to fines and imprisonment.
Employees should understand that waivers or exceptions to the Code will be granted only in advance and only under exceptional circumstances. A waiver of the Code for any executive officer or director may be made only by the Board of Directors or a committee of the Board and must be promptly disclosed in accordance with applicable laws, rules and regulations.