CORPORATE
LANXESS
CORPORATION
CODE OF BUSINESS
ETHICS AND CONDUCT
COMPLIANCE
Part 1 ____ INTRODUCTION ______________________________________
Part 2 ____ CODE OF BUSINESS ETHICS AND CONDUCT _____________
1. Accurate Accounting, Pricing and Billings
2. Records Retention and Destruction
3. Antitrust Compliance
4. Authority to Act
a. Internal Fraud
b. Legal Commitments on Behalf of the Company
c. Signatures
d. Speeches and Presentations
5. Conflicts of Interest
a. Outside Employment
b. Service on Boards of Directors
c. Insider Information
d. Other Prohibited Actions
e. Doubtful Cases
6. Employee Work Environment
a. Discrimination / Equal Employment Opportunities
b. Diversity
c. Sexual Harassment
d. Substance Abuse
7. Expense Reports
8. FDA
9. Gifts, Gratuities and Entertainment
10. Government Contracting
11. Health, Environment and Safety
a. Environmental Principles
b. Occupational Safety and Health Principles
c. Product Safety and Regulatory Affairs Principles
12. Intellectual Property
a. Patents
b. Trade Secrets
c. Software Use
d. Copying of Copyrighted Printed Materials
e. Computer Espionage/Security
13. International Business
a. Export
b. Import
c. Foreign Corrupt Practices Act
d. Antiboycott Law Compliance
14. Political Activity
a. Political Contributions
b. Lobbying
15. Purchasing - Supplies and Services
16. Selling and Marketing
Part 3 ____ ORGANIZATIONAL RESPONSIBILITIES __________________
1. Organization
2. Management Responsibility
3. Employee Responsibility
Part 4 ____ ADMINISTRATION ____________________________________
1. Reporting
2. Investigation
3. Monitoring
4. Auditing
5. Communication
6. Certifications/Acknowledgements
Part 5 ____ ENFORCEMENT, DISCIPLINE AND RESPONSE ____________
1. Enforcement
2. Discipline
3. Response
Code of Business Ethics and Conduct
LANXESS VALUES
LANXESS will be managed as one global enterprise. Common values will be
instrumental for efficient collaboration. Many details cannot be regulated, many
things are permanently in flux: common values endure and give guidance on how
to proceed in certain situations. They are of a wide ranging importance and to a
certain extent represent the spirit and the credo of our Company.
These common values are the foundation for LANXESS鈥檚 performance for and
through people and should be lived by our people with expertise and
responsibility:
Integrity, Openness and Honesty
Includes conducting business and day to day activities with integrity and in a
respectful, ethical manner: standing as a role model for all Company values,
accepting responsibility to results, acting responsibly and reliably, being a reliable
partner, being open for the ideas of others, giving good feedback, having the
courage to tell the truth, respect for laws, rules and regulations.
A Will to Succeed
Includes a personal commitment to a standard of excellence, raising the
performance expectations for everyone, persistently outperforming the
competition, looking for creative and innovative solutions, focusing on effective
outcomes.
A Passion for our Stakeholders (Customers, Employees, Shareholders)
Includes a focused energy for the needs of our customers, a clear conviction for
delivering value, developing people to create value for mutual benefit, a
dedication for quality and reliability, the creation of value for our stakeholders.
Respect for People and Nature
Includes valuing people and their different perspectives and cultures within and
outside of the Company, providing opportunities for people to reach their full
potential, partnering effectively with others, treating others fairly, giving safety,
health and environmental protection a high priority.
Sustainability of Our Actions
Includes acting in a way that takes the needs of current and future generations
into account, balancing short-term results with long-term requirements, building
confidence in LANXESS鈥檚 future, forming robust networks for successful
cooperation, applying the spirit of responsibility and sustainable development.
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PART 1: INTRODUCTION
PURPOSE
LANXESS Corporation is in the business of ethically and honestly satisfying
customers' needs. This concept is central to our Values. Accordingly, the
success of our Company is in large measure a function of how well we execute
our business strategies in accordance with the highest standards of ethical
conduct and integrity and in full compliance with all applicable laws and
regulations. Continued growth and prosperity are possible only if our customers,
suppliers and fellow employees maintain their trust in our integrity. This requires
continuous commitment to the highest standards of business conduct and a
reaffirmation of the importance of those standards. While we strive to advance
the financial interests of LANXESS Corporation, we must not be indifferent to
how these objectives are achieved. Simply put, success cannot be achieved at
the expense of integrity or violations of law. Unethical conduct and violations of
law are neither in the individual's nor the Company's best interests. There is no
commercial objective that is more important than obeying the laws and
regulations applicable to the Company's business activities.
POLICY
LANXESS Corporation is committed to operating its business and pursuing its
interests only in a legal and ethical manner. The unalterable policy of this
Company, as embodied in its Values, is to be an ethical and law-abiding
corporate citizen.
All employees and representatives of the Company, including its subsidiaries, will
conduct business in the full spirit of honest and lawful behavior and will not cause
another employee or non-employee acting on behalf of the Company to act
otherwise, either through inducement, suggestion or coercion. Any activity that
violates the law or is otherwise unethical, even if intended to be beneficial to the
Company, is in fact directly contrary to the interest of LANXESS Corporation and
is to be considered outside the scope of the individual's employment.
Illegal or unethical conduct by employees or representatives of LANXESS
Corporation or its subsidiaries seriously undermines the Company's reputation
for integrity and honesty that is essential to its continued success. Any employee
who engages in illegal or unethical conduct will be subject to disciplinary action
up to and including termination.
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PART 2: CODE OF BUSINESS ETHICS AND CONDUCT
INTRODUCTION
At LANXESS Corporation, the President and Chief Executive Officer and the
Business Unit and Group Function Heads are responsible for setting standards of
business ethics and ensuring compliance with these standards. These standards
of conduct provide employees, suppliers, customers and members of the general
public with a clear indication of how LANXESS Corporation will conduct itself,
both internally and in the marketplace. The LANXES Corporation Code of
Business Ethics and Conduct (the 鈥淐ode鈥?) set forth below is not intended to be
an all encompassing document, but rather an overview of the Company鈥檚
expected ethics and standards of conduct. Specific questions regarding the
Code and its application should be addressed to the LANXESS Corporation Law
& Intellectual Property Department. Concerns regarding ethics and compliance
related issues may be raised by calling the LANXESS Ethics & Compliance
Hotline at 800-780-9532. Callers to the LANXESS Ethics & Compliance Hotline
may choose to remain anonymous.
*The provisions of the Code are not intended to alter the employment-at-
will relationship in any way. Moreover, they neither create an employment
contract or term nor limit the reasons or procedures for termination or
modification of the employment relationship. In addition, the Company
reserves the right, in its sole discretion and without notice, to add, amend,
delete or terminate any provision at any time.
[Note: For further information regarding global code of conduct guidelines
related to the LANXESS Group, please consult LANXESS Group
regulation no. 2, 鈥楪uidelines for Legal Compliance and Corporate
Responsibility at LANXESS.鈥橾
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Code of Business Ethics and Conduct
THE CODE* (see above)
1. Accurate Accounting, Pricing and Billings
The Company has a responsibility to furnish reliable financial information on a
timely basis. All funds, assets and transactions of LANXESS Corporation must
be properly documented, fully accounted for and properly recorded. The
Company's accounting books and records must accurately and fairly reflect the
transactions they record and the disposition of corporate assets. All financial
reports must be prepared in conformity with International Accounting Standards
(IAS) applied on a consistent basis.
Employees shall not:
鈥? Make or cause another person to make any false, artificial, inaccurate or
misleading entries upon the Company's books and records.
鈥? Fail to make or cause another person to fail to make any entry in the
Company's books and records necessary to make the Company's books and
records accurate and fairly reflect transactions and disposition of assets of the
Company.
鈥? Establish any undisclosed or unrecorded fund.
[Note: For further information and details, please consult the 鈥淐orporate
Financial Policies & Procedures Manual.鈥漖
All employees with pricing, billing, or contracting functions have a special
responsibility to understand and adhere to all applicable Company policies and
procedures.
LANXESS will establish prices for its products and services that are fair and
reasonably reflect their cost, the technology involved, market conditions and all
other relevant factors. Our prices should be clear, accurate and presented so as
to be fully understood by the customer. All invoices shall accurately reflect the
product sold or services rendered, the true sales price and terms of sale.
Payments received in excess of amounts billed must be promptly refunded or
customer accounts credited, as appropriate. Special billing or payment
procedures that suggest possible violations of law (e.g., evasion of sales or
income tax) are prohibited.
2. Records Retention and Destruction
LANXESS business records must be maintained for the periods specified in the
Corporate Records Retention Manual or the more specific policies of the
applicable Business Unit or Group Function. Except as noted below, records may
only be destroyed and should be destroyed at the expiration of the pertinent
period.
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Exception: In no case should an employee discard, destroy, alter or purge
documents or information (whether electronic or paper) relating to any
pending, threatened or contemplated litigation or government
investigation, regardless of the periods specified in the Records Retention
Manual. In addition, employees may never discard, destroy, alter, or
conceal, with an improper purpose, any record or otherwise impede any
official proceeding, either personally, in conjunction with, or by attempting
to influence, another person. Whenever an employee has been notified or
has a reasonable belief that such an action, inquiry or investigation has
been or is about to be commenced, he/she should immediately notify the
General Counsel of LANXESS Corporation.
3. Antitrust Compliance
It is the long-standing and undeviating policy of LANXESS Corporation that its
operations, in all respects, be conducted in full compliance with all applicable
laws, including federal and state antitrust laws, and that its affairs be conducted
in keeping with the highest legal and ethical standards. Antitrust laws are
fundamental to our free enterprise system. They provide the environment in
which we can achieve our profit and growth objectives unrestricted by anti-
competitive practices.
The principal federal antitrust laws are the Sherman Act, the Clayton Act, the
Robinson-Patman Act, the Federal Trade Commission Act and the Hart-Scott-
Rodino Act. Their purpose is to maintain the fundamental business conditions
necessary for the proper functioning of a free enterprise system by prohibiting
unreasonable restraints on competition and discriminatory business practices
having anti-competitive effects. Basically, these laws require that each company
act independently and sell its products fairly and honestly on the basis of price,
quality and service.
All employees are charged with the duty and responsibility of complying with this
policy, including the duty of not inadvertently giving the appearance of having
violated the law or engaging in questionable conduct. Any violation of this policy
will subject an employee to disciplinary action which may include reprimand,
probation, suspension, reduction in salary, demotion or termination - depending
on the seriousness of the offense.
All employees have an affirmative duty to report actual or suspected violations of
the Antitrust Compliance Policy, whether such violations have been engaged in
by the employee himself/herself or by other employees or representatives of the
Company.
[See Part 4, Administration "Reporting"]
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It is the responsibility of each officer, manager or other person in a
supervisory capacity to ensure that employees are adequately informed of
this policy and to administer its execution.
In addition, disciplinary measures will apply to any officer, manager or other
person in a supervisory capacity who directs or approves of any acts which are
contrary to this policy, who has knowledge of them and does not move promptly
to correct them or, as appropriate, who is responsible for the failure to reasonably
detect an offense.
[Note: For further information and details, please consult the "LANXESS
Corporation Antitrust Compliance Policy."]
[Note: Concerns regarding antitrust related issues may be raised by
calling the LANXESS Ethics & Compliance Hotline at 800-780-9532.
Callers to the LANXESS Ethics & Compliance Hotline may choose to
remain anonymous.]
4. Authority to Act
All employees must act only within the scope of their employment. Guidance is
provided by the employee's written position description. Further advice in this
regard should be obtained from the employee's supervisor. The following are
specific areas that require attention:
a) Internal fraud:
No employee shall make any misrepresentation or create or induce the creation
of any fraudulent documents, or secure misrepresentations or fraudulent
documents from others, in order to obtain Company approval of any proposed
transaction, decision, expenditure, expense report, or employee benefit.
b) Legal commitments on behalf of the Company:
No employee shall enter into any written or verbal agreement that creates a
legally binding obligation of the Company, for any purpose whatsoever, without
the review and approval of the appropriate Company attorney.
c) Signatures:
No employee shall sign another's signature without his or her approval and
identification of the actual signer. No employee shall forge or otherwise sign any
other person's signature to any contract, credit report, or any other report
required by law.
d) Speeches and presentations:
The giving of speeches or presentation of papers or acting as an instructor or
seminar leader, where the LANXESS name (or the name of its parent or
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subsidiary companies) is or could be involved, must be approved in advance,
normally at the director or vice president level, and requires consultation with the
LANXESS Corporation Law and Intellectual Property Department.
[Note: For further information and details regarding internal and external
communications and publications, please consult the LANXESS
Corporation Approval Policy for Publications and LANXESS Corporation
Public Communications Guidelines.]
5. Conflicts of Interest
No employee shall, directly or indirectly (including through an employee's family
or a firm or organization under family control), own, be employed by, or receive
compensation from outside concerns that conflict or appear to conflict with the
interests of the Company, unless consented to in writing by the President and
CEO of LANXESS Corporation and the affected Business Unit or Group Function
Head in consultation with the LANXESS Corporation Law & Intellectual Property
Department. Outside concerns that conflict include, but are not limited to, (1)
customers, (2) suppliers and (3) competitors. Investments in publicly traded
securities are not deemed to be investments in outside concerns, provided that
investments in any one company do not exceed the greater of $10,000 market
value or three percent of the total outstanding stock.
The following are specific areas that require attention:
a) Outside employment: Employees are expected to avoid employment that
could interfere with their job performance. If there is any doubt whether outside
employment is appropriate, employees are expected to seek the approval of a
supervisor of director level or higher before accepting the outside employment.
The Company reserves the right to deny such requests at its sole discretion.
b) Service on Boards of Directors, etc.: No employee may serve as a director,
officer, partner, agent, distributor, or other representative of a business concern
organized for profit without the prior written consent of the President and CEO of
LANXESS Corporation in consultation with the LANXESS Corporation Law &
Intellectual Property Department.
c) Insider information: In no instance may an employee use, disclose or share
inside information, which is not otherwise available to the general public, for any
manner of personal gain or for the benefit of any third party or in a manner
adverse to the interests of the Company.
Securities trading on the basis of material inside information is a violation of law
which could lead to sanctions and adverse publicity for both the individual and
the Company. "Material information" is that which an investor might consider
important in deciding whether to buy, sell or hold securities of LANXESS AG or
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Code of Business Ethics and Conduct
other companies with whom we are doing business. Some, but not all, of the
matters which may be material are earnings forecasts, possible acquisitions or
joint ventures, acquisition or loss of a significant contract, dividend actions,
important product developments, significant financing developments, major
personnel changes, and major litigation developments. Employees who are
aware of non-public information concerning the possible acquisition by LANXESS
AG or LANXESS Corporation of a public company must not disclose that
information to persons outside of the Company or to LANXESS employees with
no need to know. Further, even if the information becomes public, they should
not purchase securities of a company that LANXESS is considering acquiring
until LANXESS has determined not to pursue the acquisition.
Employees who have questions regarding what constitutes material information
or whether it is appropriate to trade should discuss the matter with the General
Counsel of LANXESS Corporation.
[Note: For further information and details, please consult the LANXESS
AG Insider Guideline.]
d) Other prohibited actions: No employee should engage in the following
activities:
鈥? Misuse of privileged or confidential information or disclosure of same without
management approval. [See Section 12 of this Code, entitled "Intellectual
Property."]
鈥? Use of Company position and/or authority for personal gain.
鈥? Use of Company facilities for outside activities without obtaining permission in
advance from the appropriate Company officials.
鈥? Borrowing from suppliers, customers or other organizations related to or
doing business with the Company.
e) Doubtful cases: The Company must rely upon the sound judgment and good
intentions of its employees for compliance. Employees are expected to seek
advice when unsure of the proper course of action. They should bring doubtful
cases to the attention of their supervisors and/or the appropriate Human
Resources representative or Company attorney.
To the extent consistent with Company interests, such cases will be reviewed in
confidence. Doubtful cases should be referred for further review and resolution
as appropriate.
[See Part 4, "Administration."]
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6. Employee Work Environment
a) Discrimination / Equal Employment Opportunities (EEO):
It is the policy of LANXESS Corporation to provide equal opportunity in
employment to all employees and applicants for employment. No person is to
suffer harassment or discrimination because of race, religion, color, sex, age,
national origin, disability, Vietnam-era veteran status or any other classification
declared to be impermissible by law. This policy applies to all terms, conditions
and privileges of employment, including but not limited to, recruitment, hiring,
placement, training, promotion, reassignment, compensation, discipline and
termination.
b) Diversity:
The Company is committed to achieving diversity by gender, race, national origin
and culture. Employees should respect the rights and cultural differences of all
individuals in an environment where each employee, regardless of background,
can develop to his/her fullest potential.
c) Sexual Harassment:
Sexual harassment is forbidden by law and by the policy of LANXESS
Corporation. Sexual harassment is defined as deliberate and/or repeated
comments, gestures or physical contact of a sexual nature which are judged to
be unwelcome using reasonable standards of behavior.
Extreme forms of sexual harassment may include requests for sexual favors,
implicit or explicit coercive sexual behavior to control or influence an individual's
career, salary, working conditions or job. Less extreme examples of sexual
harassment may include sexually suggestive comments, innuendoes, witticisms
or jokes. Whether conduct constitutes sexual harassment depends on the totality
of the circumstances including the severity of the conduct and its pervasiveness.
Such behavior may interfere with the individual's work performance or create a
hostile work environment.
All claims of sexual harassment should be reported to the immediate supervisor,
department manager, or site Human Resources Department. Claims will be
promptly investigated and resolved. All efforts will be taken to maintain
confidentiality, and information will only be revealed on a "need to know" basis.
Employees may also contact the LANXESS Ethics & Compliance Hotline and
can choose to do so anonymously or confidentially at 800-780-9532.
d) Substance Abuse:
It is the policy of LANXESS Corporation to maintain a work environment that is
free of substance abuse. In maintaining this environment, the following activities
are strictly prohibited in or on Company property, Company offices, while using
Company equipment or conducting Company business:
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鈥? The manufacturing, distributing, dispensing, selling, offering to sell,
possessing or using any controlled substance or illegal drug (except as
authorized by the Technical Services - Health and Safety Services Group).
鈥? The possessing, distributing, selling, offering to sell or consuming of alcoholic
beverage (except the use of moderate amounts at events authorized by
senior management of the Company).
鈥? Testing positive for a controlled substance or illegal drug.
An employee's adherence to the policy is a condition of continued employment.
Any violations will result in disciplinary action, up to and including termination.
7. Expense Reports:
Each employee will conduct the Company's business with integrity, in compliance
with applicable laws, and in a manner that excludes personal gain. Employees
will be reimbursed for all expenses that are necessary and actually incurred
when traveling and/or entertaining on authorized Company business. It is the
responsibility of the employee to submit timely and accurate expense reports in
compliance with the applicable policy and procedures.
[Note: Please consult the "LANXESS Corporate Travel Policy."]
Those authorized to approve expense reports are charged with ensuring that
expenses submitted are in full accordance with the Company's policies,
procedures and guidelines. Failure to file an expense report to account for
Company funds, or submitting or approving false information can result in
disciplinary action, including termination of the employee. In this regard, all
employees must adhere to the following principles:
鈥? Travel should be consistent with the needs of the business. Employees are
expected to exercise good judgment by traveling on Company business in a
cost-effective manner.
鈥? Timing for travel should be based on the traveler's business needs.
鈥? The mode of travel selected should be based on availability, timing and cost.
The most cost-effective manner which meets business needs must be
selected.
鈥? The Company's intent is that the traveler should neither lose nor gain
financially as a result of business travel.
鈥? Travel reservations must be made through e-Trip/Company-designated travel
agencies.
8. FDA
It is the policy of LANXESS Corporation to research, develop, manufacture and
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sell products that may ultimately be used for use in man or animals or for the
diagnosis of disease which are safe and effective.
In the United States, LANXESS Corporation will comply with all applicable local,
state and federal laws. Each employee is individually responsible to comply with
Company policies and the legal and regulatory requirements related to their
areas of responsibility. There should be ongoing dialogue with supervisors
concerning existing and new requirements, and any questions concerning
compliance should be forwarded promptly to the appropriate department for
resolution.
LANXESS Corporation will maintain its ongoing programs to ensure that
employees receive the appropriate training to achieve its objectives. To this
end, the Company will periodically issue interpretive guidelines and conduct
programs to maintain our high level of compliance.
The Company will perform ongoing inspections of all of its facilities to assure
compliance and assist public agencies in the discharge of their responsibilities
as they pertain to LANXESS Corporation.
As part of its research, LANXESS Corporation will minimize the use of animals in
testing where it is appropriate and consistent with our goal to develop innovative,
life saving products.
9. Gifts, Gratuities and Entertainment
No payments or other inducements will be made by employees to any person,
public official, union official or political party, either domestic or foreign, for the
purpose of influencing such person, official or party to assist the Company in
obtaining or retaining business.
[See Section 14 of this Code, entitled "Political Activity."]
No payment or inducement may be accepted by an employee where it could be
construed to influence the employee in his or her conduct of the Company's
affairs. Such payments do not include token gifts or entertainment or other minor
gratuities which are not of such magnitude or nature as to compromise the
integrity or reputation of the recipient or the Company.
As further guidance in this regard, employees and members of their families may
not accept gifts of money under any circumstances nor may they solicit non-
money gifts, gratuities, or any other personal benefit or favor of any kind from a
business firm or individual doing or seeking to do business with LANXESS.
Employees and members of their families may accept unsolicited, non-money
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gifts from a business firm or individual doing or seeking to do business with
LANXESS only if: (1) the gift is of nominal intrinsic value; or (2) the gift is
advertising or promotional material.
Employees may not encourage or solicit entertainment from a business firm or
individual doing or seeking to do business with LANXESS. From time to time,
employees may offer and/or accept entertainment, but only if the entertainment is
reasonable, occurs infrequently and does not involve lavish expenditures.
10. Government Contracting
Government is concerned with fraud, waste and abuse in procurement by
Federal agencies. This concern has resulted in efforts to eliminate and prevent
these incidents. Every LANXESS Corporation employee or representative
involved in government procurement must be mindful of this when conducting
contract activities, and must therefore adhere to the highest standards of ethical
conduct.
Personnel who deal with the government should know and adhere to the rules
established by the government for procuring products and services as set forth in
the Federal statutes and the Federal Acquisition Regulations (FAR), inclusive of
agency supplements to the FAR. They should know and understand the rules the
government has established for itself and for those that seek to do business with
the government. If you are not familiar with these rules, you must consult with
appropriate LANXESS personnel who have this expertise.
We must endeavor to deliver quality products that, at a minimum, meet the stated
specifications. Adherence to specific terms and conditions of the government
contract is of paramount importance. Failure to comply may be grounds for
default that could result in legal and financial penalties and eliminate the
Company from future consideration for government business.
Employees of LANXESS Corporation must assure that their actions do not
jeopardize relationships with government customers and that these relationships,
developed with honesty and integrity, are valued by our government customers.
No employee may ever knowingly or recklessly make a false statement or false
claim to the government. No payments or other inducements will be made by any
employee to any public official or other government employee for the purpose of
influencing such person to assist the Company in obtaining or retaining business.
Even the appearance of impropriety must be avoided. Care must be taken to
avoid misunderstandings that can be detrimental to the reputation of LANXESS
Corporation and to our chances of fairly winning a procurement.
These guidelines also should be observed when similarly engaging state and
local governments and their agencies.
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11. Health, Environment and Safety
LANXESS Corporation considers its responsibility to protect the environment and
the health and safety of its employees, customers and communities to be of
primary importance in the conduct of its business. It is the policy of LANXESS to
comply with all applicable laws and regulations and to establish and implement
responsible practices where laws and regulations do not exist. Further,
LANXESS will work with government and industry groups to foster the
development of appropriate health, environment and safety programs, laws and
regulations. LANXESS will communicate with employees, customers, suppliers
and the public to improve their understanding of the health, environment and
safety considerations related to LANXESS's operations and products.
Adherence to the following principles will assure continuous improvement in
performance:
a) Environmental Principles
鈥? Every LANXESS employee is responsible for environmental protection. It is a
primary responsibility of all levels of management and supervision.
鈥? LANXESS will provide its customers with information and assistance to
promote environmentally safe transportation, handling, use and recycling or
disposal of its products and packaging.
鈥? LANXESS is committed to reducing the quantity and/or hazard of wastes
generated at its facilities through process improvement, raw material
substitution, recycling and treatment.
鈥? LANXESS will continually improve processes and procedures to reduce
releases of contaminants into the environment. LANXESS will design,
operate, maintain and regularly inspect facilities to achieve this goal.
鈥? Appropriate training will be provided to assure that employees are informed
as to operating, permit and regulatory requirements.
鈥? The Technical Services 鈥? Environmental Services Group is responsible for
establishing appropriate guidelines, programs and standards and for
implementing auditing and enforcement at all locations.
b) Occupational Safety and Health Principles:
鈥? Every LANXESS employee is responsible for working safely. Safety is a
primary responsibility of all levels of management and supervision who are
expected to set an example by their personal behavior.
鈥? All occupational injuries and illnesses are preventable. Employees must
adhere to safe work practices and comply with corporate and site safety and
industrial hygiene procedures and rules.
鈥? LANXESS is committed to the safe operation of its facilities and will design,
operate, maintain and regularly inspect facilities to safeguard employees and
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the public. LANXESS's goal is to make its operations safer by continuous
improvements in safety and health measures.
鈥? Appropriate training will be provided to prepare employees to work safely.
鈥? LANXESS requires conformance with recognized industrial hygiene practices
and limiting occupational exposures to or below established guidelines. This
will be accomplished through the use of engineering and administrative
controls where feasible and, when needed, proper use of personal protective
equipment.
鈥? The Technical Services 鈥? Health and Safety Services Group is responsible for
establishing appropriate guidelines, programs and standards and for
implementing auditing and enforcement at all locations.
c) Product Safety and Regulatory Affairs Principles:
鈥? Every LANXESS employee is responsible to promote health, safety and
environmental considerations in designing, developing and improving
products and processes.
鈥? LANXESS provides customers, regulatory agencies and other interested
parties with information (e.g., regulatory status, material safety data sheets,
labels and package inserts) to extend the knowledge needed to promote
environmentally sound and safe transportation, handling, use, recycle and
disposal of its products and packaging.
鈥? LANXESS is committed to building a strong partnership with customers and
distributors by providing product safety seminars and technical information to
improve product handling and use practices.
鈥? LANXESS will promptly report to customers, employees, regulatory agencies
and the public, information relative to the health, environmental or safety
hazards of its products and recommend appropriate action.
鈥? LANXESS conducts and supports research to determine the health,
environmental and safety properties of its products.
鈥? Appropriate training will be provided to assure that employees are informed
as to regulatory and safety requirements relating to LANXESS Corporation
products.
鈥? The Technical Services - Product Safety and Regulatory Affairs Group is
responsible for services, guidelines and programs to verify regulatory
clearance and management of ecological and health risks associated with
LANXESS products.
12. Intellectual Property
LANXESS and its employees must respect the intellectual property rights of
others and take care to protect and maintain LANXESS intellectual property.
鈥淚ntellectual property" includes creative works the owners of which have legal
rights to them, and includes copyrights, patents, trade secrets and trademarks.
Violation can result in substantial liability and, in some instances, may even be
criminal in nature. Therefore, it is very important that all LANXESS personnel
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take care not only to protect our intellectual property rights but also to avoid
violating the rights of others. Accordingly, all employees shall comply with the
law, regulations and contractual commitments protecting the valid and
enforceable intellectual property rights of third parties. LANXESS will not
knowingly infringe or misuse the valid and enforceable intellectual property rights
of third parties. Employees who have questions about Trade Secrets, Patents,
Trademarks or Copyrights should seek help from the LANXESS Corporation Law
& Intellectual Property Department.
a) Patents: It is LANXESS's policy not to knowingly infringe the valid patent
rights of others. Such infringement may subject LANXESS to substantial liability
(including treble damages) and may subject the person(s) involved in the
decision to infringe to personal liability. LANXESS personnel who become aware
of potential patent infringement by LANXESS should promptly inform the
LANXESS Corporation Law & Intellectual Property Department.
b) Trade Secrets: Employees have a responsibility to keep confidential trade
secrets and all other information that is of a competitive nature or has potential
commercial value. Accordingly, LANXESS personnel shall not disclose or
transfer any internal information about LANXESS or any LANXESS confidential
information or trade secret (including materials) to anyone outside the LANXESS
organization without first obtaining the necessary corporate approvals and
executing a Confidentiality Agreement approved by the LANXESS Corporation
Law & Intellectual Property Department. LANXESS personnel shall not disclose
or transfer any information or material owned by another to anyone outside their
respective LANXESS entity, where LANXESS is legally obligated to maintain that
information or material in confidence. Disclosure or transfer of such information
or material within the LANXESS organization shall be on a "need to know" or a
"need to have basis". LANXESS shall comply with all contractual obligations safe
guarding the confidential information of third parties.
LANXESS employees shall not employ illegal or unethical means to acquire
trade secret information from others and shall immediately report to the
LANXESS Corporation Law & Intellectual Property Department any attempt by
anyone to sell or otherwise disclose to LANXESS any trade secret information in
a manner which is, or may appear to be, improper.
c) Software Use: Reproducing copyrighted software without the owner's
authorization violates U.S. copyright law and can subject both LANXESS and any
employee making such copies to serious legal consequences. The copying of
computer software contrary to the terms of any applicable license agreement is
against LANXESS's policy.
d) Copying of Copyrighted Printed Materials: The intentional unlicensed
duplication of copyrighted material for any purpose other than personal use is
unlawful and may, in some circumstances, constitute a violation of criminal law.
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The repeated duplication of journal articles so as to avoid additional subscriptions
clearly falls within this prohibition.
e) Computer Espionage/Security: It is a violation of LANXESS's policy, and
may be a violation of local or federal law, to use a computer to access LANXESS
or any other computer systems with the intent of i) obtaining trade secrets or
other sensitive information, ii) injecting a computer "virus" into or otherwise
destroying or impairing the system, or iii) committing any other type of computer
fraud or theft.
LANXESS also uses various techniques to protect the confidentiality and integrity
of its information and communications systems (such as e-mail, facsimile,
telephone and other). Communications equipment is to be used for business
communication only. All such equipment and all information contained on
Company systems is Company property. As such, all activity, including Internet
and e-mail usage, is logged and may be monitored in accordance with applicable
laws. Anyone using these systems expressly consents to such monitoring and is
advised that if such monitoring reveals possible evidence of criminal activity,
such evidence may be provided to appropriate law enforcement officials.
Users are reminded not to share passwords and to choose passwords that are
unique and difficult to guess.
13. International Business
a) Export
It is the policy of LANXESS Corporation to comply with all provisions of the U.S.
export control laws and the regulations promulgated thereunder and to adhere to
the internal export policies of our parent company, LANXESS Deutschland
GmbH, to the extent that these policies do not conflict with the U.S. export control
laws and regulations. This commitment extends in addition to all LANXESS
Corporation subsidiaries and affiliates worldwide.
LANXESS鈥檚 Supply Chain Management Services Group ensures corporate
compliance and has assigned compliance responsibilities and implemented
necessary policies and procedures to accomplish this task throughout the
LANXESS family of companies. All controlled products manufactured or
distributed by the Company will be identified. Transactions with persons,
corporations or countries subject to published prohibitions are prohibited. All
orders must be properly screened for sensitive end use/user concerns or warning
signs of possibly illegal exports, and all required record keeping will take place.
Every employee of the Company involved in international transactions and
communications, which functional areas include, but are not limited to, sales,
marketing, finance, research and development, and international trade
compliance, is responsible for being aware of the nature of all applicable export
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controls and developments. They must seek advice and counsel on the effect the
U.S. export controls and internal LANXESS guidelines have on any international
transactions and communications. In addition, every employee of the Company
should be cognizant of the fact that in some instances even domestic activity can
be affected by U.S. export controls. Products sold or shipped domestically could
be ultimately exported to entities or countries prohibited under the U.S. controls.
All exports from the U.S. are subject to U.S. export laws. In some instances, an
export license or some other type of prior authorization may be required
before export can lawfully occur. Licensing requirements may also apply to re-
export of U.S. originating materials from non-U.S. locations. The specific type of
license or other action required is determined by the nature of the items or
technology involved, the destination of the export and the export's intended use.
These export laws are viewed with utmost seriousness by the U.S. Government,
since export controls impact issues of national security, U.S. foreign policy, the
conservation of scarce domestic resources as well as the non-proliferation of
nuclear, missile technology, and chemical and biological weaponry application.
VIOLATIONS OF THESE LAWS MAY SUBJECT THE COMPANY TO SEVERE
MONETARY PENALTIES, CONFISCATION OF GOODS/TECHNOLOGY,
AND/OR A LOSS OF THE COMPANY'S INTERNATIONAL TRADING
PRIVILEGES. INDIVIDUALS WHO ARE FOUND TO BE VIOLATING THE
LAWS ARE SUBJECT TO CRIMINAL PROSECUTION.
b) Import
It is LANXESS鈥檚 policy to comply fully with all applicable Customs laws,
regulations and policies of all countries where it does business. LANXESS
recognizes that the United States government and the governments of other
countries have laws, regulations and policies that control the import of products
into the United States. LANXESS further recognizes the importance of
compliance with these laws, regulations and policies. Failure to comply may
result in severe penalties to LANXESS, as well as to individual employees,
including severe monetary loss, adverse publicity, loss of import privileges, delay
or seizure of shipments, and in extreme cases, criminal penalties.
c) Foreign Corrupt Practices Act
It is the policy of LANXESS Corporation that no employee may offer, pay or
authorize the payment of any money or other thing of value to a foreign official,
political party, candidate or official of a foreign political party for the purpose of
inducing assistance to the Company in obtaining or retaining business.
Prohibited actions include:
鈥? influencing any official act or decision; or
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鈥? inducing any such person or party to do or refrain from doing any act that
violates lawful duty; or
鈥? inducing influence with a foreign government or instrumentality to affect
any act or decision of such government or instrumentality.
Making of any such proscribed payments through a third party intermediary
(agent or sales representative) also is prohibited.
The Supply Chain Management Services Group, in conjunction with the General
Counsel of LANXESS Corporation (or delegate), is responsible for designating a
committee to review, investigate and approve any large or unusual payments to
foreign agents or representatives.
Any suspicious circumstances that indicate the potential existence of any
prohibited activity must be reported to the Head of the Supply Chain
Management Services Group and the General Counsel of LANXESS Corporation
(or delegate). This includes any outside inquiries or requests for information
regarding the Company's practices under the Foreign Corrupt Practices Act from
any source, including the U.S. Department of Justice, the U.S. Department of
Commerce, foreign governments or their enforcement agencies. The General
Counsel of LANXESS Corporation (or delegate) is the only employee authorized
to reply to such inquiries.
d) Antiboycott Law Compliance
It is the policy of the Company to comply in all respects with United States laws
and regulations responsive to the Arab Boycott of Israel, including the Export
Administration Regulations of the Department of Commerce and the reporting
requirements of the Tax Reform Act of 1976. These laws and regulations require
the reporting to U.S. government agencies of most requests to enter into
agreements, take other actions or furnish information supportive of that boycott if
those requests are received by a U.S. firm or its domestic (U.S.) or foreign
subsidiaries or branches. In addition, these laws and regulations impose
sanctions which include criminal and civil penalties and the loss of tax benefits, if
certain requested or required boycott supportive actions are taken.
In furtherance of this policy, all boycott requests received by the Company, or
any of its domestic or foreign subsidiaries, will be reported to the General
Counsel of LANXESS Corporation who will insure that any required reporting to
U.S. government agencies will be done within the applicable time period.
Furthermore, no action, response to any boycott request or requirement will be
taken by or on behalf of the Company or any of its domestic or foreign
subsidiaries, including the furnishing of information or entering into of
agreements if such action would be contrary to United States law or could give
rise to additional U.S. income taxes. In any situation where the effects of a
proposed action are uncertain, the General Counsel of LANXESS Corporation
must be consulted. Any employee who has knowledge of facts or incidents which
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he or she believes may be a violation of this Policy has an obligation, promptly
after learning of such facts or incidents, to review the matter with the General
Counsel of LANXESS Corporation.
14. Political Activity
a) Political Contributions
In the United States, corporate political contributions for federal and some state
and local elections are illegal. Accordingly, no direct or indirect contribution or
expenditure of Company funds or assets will be made in connection with any
federal, state or local election or in connection with any other political activity
without prior written approval of the General Counsel of LANXESS Corporation.
This prohibition includes, in addition to any direct or indirect payment, loans,
deposits or guarantees, the performance of services or the furnishing of anything
of value by an employee as part of his or her duties for the Company.
[See Section 13 of this Code, entitled "International Business - Foreign
Corrupt Practices Act."]
b) Lobbying
No Company employee may engage in lobbying on behalf of the Company
without first obtaining approval from the General Counsel of LANXESS
Corporation. As used in this policy, "lobbying" means any activities directed at
influencing state or federal officials' actions with respect to legislation or other
policy decisions.
Any lobbying activities, legislative or regulatory consulting activities or attempts to
influence or persuade state or federal government officials to take some
legislative action, or to refrain from taking action for the benefit of the Company,
are to be undertaken only within the parameters of this policy and in accordance
with all applicable laws and regulations, as well as in compliance with such
requirements as the General Counsel of LANXESS Corporation may establish
from time to time.
15. Purchasing - Supplies and Services
Employees responsible for the negotiation of purchase agreements must deal
only with reputable parties whose performance qualifications indicate the ability
to accomplish the requested objective. Purchasing representatives are
responsible to:
(1) obtain the most favorable price, quality and service terms available to the
Company;
(2) clearly and completely establish responsibilities of the parties involved;
(3) preserve audit rights in contracts;
(4) maintain records to support contracting decisions; and
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(5) protect the proprietary and confidential information of all parties involved in
the contracting process. Speculative buying will not be practiced. Purchases
will be made in accordance with actual or estimated requirements based upon
production planning and sound business practice.
As a department, and as individual employees, LANXESS Procurement will
employ sound business practices in source selection, negotiation, determination
of awards and the administration of all purchasing activities. At all times,
suppliers and potential suppliers shall be treated with respect, fairness and
honesty. Whenever feasible, LANXESS Procurement will encourage, establish
and maintain competition and will comply, at all times, with applicable
government regulations and contractual requirements, as well as Company
policies and procedures.
[For questions relating to gifts and favors of a personal nature from
suppliers or potential suppliers, see Section 8 of this Code, entitled "Gifts,
Gratuities and Entertainment."]
In many instances, LANXESS may purchase goods and/or services from a
supplier who buys products from one of its operating divisions. This practice is
normal and acceptable, but any form of "reciprocity" for supplier purchases is not.
Hence, suppliers may not be asked to buy our products in order to become or
continue to be a supplier to LANXESS.
16. Selling and Marketing
In order for LANXESS to maintain its reputation for supplying the highest quality
products and services for a fair market price and assure the continued
confidence of customers, suppliers and the public, it is important that employees
refrain from any and all illegal and unethical selling and marketing practices.
[See Section 3 of this Code, entitled "Antitrust Compliance."]
Additionally, when our dealings involve international markets, international laws
and other considerations may be present.
[See Section 13 of this Code, entitled "International Business."]
The supply chain system must be free of influence and the mere appearance of
influence. Care must be exercised to assure that all expenditures made on behalf
of LANXESS are made in a manner which is consistent with the highest ethical
standards and cannot be interpreted as participation in a fraudulent activity.
LANXESS condemns the use of bribery, kickbacks and other illegal payments,
and does not conduct business in that manner.
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[See Section 9 of this Code, entitled "Gifts, Gratuities and Entertainment."]
It is necessary that employees thoroughly understand our customers'
requirements in order to provide realistic proposals on performance, cost and
schedule. In addition, product and pricing information must be provided to the
customer in as clear, accurate and concise a manner as possible. Contractual
obligations must be clearly defined so that all LANXESS employees know and
execute their responsibilities uniformly, and so our customers are sure they are
receiving the goods and services they require.
Lastly, with respect to competitive information gathering, it is important that such
information only be accepted when there is reasonable belief that both the
receipt and use is lawful. Employees should not induce any person to betray a
trust by offering any type of bribe or favor in return for competitive data or
information. Employees should not intrude on a competitor's reasonable
expectations of privacy or confidentiality. Suppliers should not be coerced to
share information by the suggestion that future business opportunities may hinge
on the receipt of a competitor's information. No employee should be pressured or
coerced to divulge information about a prior employer's technology or business.
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PART 3: ORGANIZATIONAL RESPONSIBILITIES
1. ORGANIZATION
The Code is designed to place oversight responsibility at the highest level within
the Company. Accordingly, the President and CEO has overall responsibility to
oversee compliance with the standards and procedures set forth in or devised
pursuant to the Code. The President and CEO and General Counsel shall ensure
that the Code is improved and kept current as warranted by changes in the law
or subsequent events and remain consistent with the requirements of the Federal
Sentencing Guidelines. Additionally, the General Counsel and Human Resources
Department shall be responsible for ensuring that employees are trained
regarding their compliance objectives and for communicating with employees, or
particular groups of employees, through informational materials that explain
compliance requirements, highlight the importance of compliance or are
otherwise relevant to compliance responsibilities.
The General Counsel of LANXESS Corporation shall coordinate LANXESS's
efforts to comply with all laws and the ethical standards set forth in the Code. The
General Counsel of LANXESS Corporation shall be responsible for reviewing
reports of potentially illegal conduct, and for monitoring current compliance
issues that develop out of LANXESS's operations or the changing legal
environment. He or she shall consult with appropriate officers of the Company as
needed in order to respond to such reports or developments.
Each Business Unit and Group Function Head is responsible for ensuring
compliance with this Program within his or her respective areas, for being vigilant
to discover illegal or unethical conduct and for reporting it to the General Counsel
of LANXESS Corporation.
[See Part 4, "Administration" for details on appropriate reporting and
investigation procedures.]
2. MANAGEMENT RESPONSIBILITY
The form of organization adopted by LANXESS Corporation is intended to
contribute to oversight and give direction to the Company's Code to assure
compliance with legal and ethical standards. Our form of management gives
managers both the authority and the responsibility to assure that the activities
and operations for which they are responsible comply with all relevant laws and
highest ethical practices. Each manager shall take reasonable and
appropriate action to assure such compliance.
Managers must become familiar with the legal and ethical requirements
applicable to their responsibilities and those of reporting employees. They must
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demonstrate by their own actions their commitment to the requirements of the
Code by conducting themselves and managing their employees accordingly.
They must exercise due care not to delegate substantial discretionary authority to
individuals who are known, or should have been known through the exercise of
due diligence, to have a propensity to engage in illegal or unethical activities.
Managers are responsible for maintaining an open workplace atmosphere in
which no objective takes priority over compliance and which encourages
upward and downward communication among employees regarding compliance
matters. Managers must seek to instill in employees a sense of personal
responsibility to actively seek out ethical questions, confront them candidly and
appropriately report deviations without fear of retaliation or reprisal. They must
dispel any belief that non-compliant actions are acceptable to management as
long as they further the Company's financial interest. Managers must promptly
investigate any indication of noncompliance and, as needed, consult with the
appropriate attorney for the Corporation.
[See Part 4, "Administration" for details on appropriate reporting and
investigation procedures.
3. EMPLOYEE RESPONSIBILITY
It is the responsibility of each employee of LANXESS Corporation, and its
subsidiaries, to ensure that he or she complies with and upholds the
requirements of the Code. This basic requirement has one overriding
principle: that the business of LANXESS shall be undertaken and
conducted with integrity, honesty and loyalty and in compliance with all
applicable laws and the highest ethical standards. Employees are expected
to follow, support and promote this principle, seek help when unsure of the
proper course of action to be taken and to counsel other employees and
business contacts when it appears they are in danger of noncompliance.
Furthermore, employees are expected to execute acknowledgments of their
compliance obligations and responsibilities as may be requested periodically
pursuant to the "Certifications/Acknowledgments" Section of Part 4,
"Administration".
It is every employee's responsibility, including management personnel, to be
familiar with the Code and the legal and ethical requirements of their job. They
must be sensitive to any situation that could lead them or others to engage in
non-compliant actions. Unreasonable claims of ignorance, good intentions or bad
advice will not be accepted as excuses for noncompliance. Failure to comply with
the Code will result in appropriate disciplinary action up to and including
termination of employment.
[See Part 5, "Discipline, Sanctions and Response."]
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All employees are obligated to report violations of the Code in the appropriate
manner, as set forth in the "Reporting" Section of Part 4, "Administration." Such
reporting may be done anonymously. The Company shall take all reasonable and
appropriate measures to maintain the confidentiality of all reports and to protect
any individual making such a report from retaliation or reprisal.
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PART 4: ADMINISTRATION
The General Counsel shall administer the operation of the Code.
1. REPORTING
All employees have an affirmative duty to report violations of the Code, whether
such violations have been engaged in by the employee himself/herself or by
other employees or representatives of the Company. Any employee who
believes that he/she has committed such a violation, inadvertently or
otherwise, must report such belief immediately. The nature of many laws is
such that prompt and voluntary corrective action by the violator and the Company
may reduce the adverse legal ramifications to such person and the Company.
Employees will not be punished, retaliated against, or be subjected to any
reprisal or retribution for making a report about conduct of others that they
believe to be true at the time it is made. If an employee has information which
leads him or her to believe that the Code has been violated, is being violated or
may be violated in the future, this information must be disclosed with as much
detail as is possible. There are a number of ways available for reporting
suspected misconduct. If the employee is willing to disclose the information in a
way that identifies him or her as the source, the information may be provided in
writing, by telephone or in person to the employee's immediate supervisor. But if
there is reason why reporting to the supervisor is not feasible or is inappropriate,
or the employee feels uncomfortable making the report in this manner, the
information may be provided to any Vice President of the Company or to the
General Counsel of LANXESS Corporation. Reports received by a supervisor or
Vice President shall immediately be forwarded to the General Counsel of
LANXESS Corporation.
If, however, the employee does not wish to report to a Vice President or does not
wish to be identified as the source of the information, the report may be made
anonymously and directly to the LANXESS Ethics & Compliance Hotline at 800-
780-9532.
2. INVESTIGATION
The person to whom an alleged violation initially is reported (i.e., reporting
employee's supervisor; Vice President; or General Counsel of LANXESS
Corporation) will endeavor to obtain as much detail about the violation as is
possible. The reporting employee will be informed of the Company's no-
retaliation policy and that all reasonable efforts will be made to maintain the
confidentiality of the report. To the extent necessary and possible, follow-up calls
or communications with the reporting employee may be made.
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Upon receipt of a report, the General Counsel of LANXESS Corporation shall
evaluate the merits of the report and determine if investigation is warranted. If an
investigation is required, the General Counsel shall promptly assemble an
investigation team which may consist of the Business Unit or Group Function
Head of the affected business or service function unit, an in-house LANXESS
attorney and a senior manager from the Corporate Human Resources
Department. The team shall discuss the nature of the investigation, gather
documentary evidence, conduct interviews and, ultimately, assemble a report
detailing their procedures and findings. All records of the investigation, including,
but not limited to, the General Counsel of LANXESS Corporation鈥檚 initial
memorandum and the resulting investigation report, shall be labeled "Attorney
Work Product" and maintained by the General Counsel of LANXESS
Corporation.
Starting with the initial reporting of an alleged violation of the Code, through the
investigation process and implementation of an appropriate resolution, all
employees involved in any of these activities will be guided by principles of
confidentiality, fairness and thoroughness.
3. MONITORING
All LANXESS employees with supervisory responsibilities shall have a duty to
monitor the business activities of their subordinates to ensure that those activities
are conducted in compliance with all applicable laws, rules, regulations and
standards of conduct required by the Code.
4. AUDITING
Audits are conducted throughout LANXESS under the auspices of the Internal
Audit Department headquartered in Leverkusen, Germany. Audits include, but
are not limited to, evaluating compliance with policies, procedures and
regulations, reviewing the quality and integrity of financial statements, and
reviewing internal controls and management systems. Additionally, an annual
financial audit is conducted by independent outside auditors.
The Company also conducts auditing programs in a variety of "regulatory" areas
including, but not limited to, environmental, safety, industrial hygiene and FDA
compliance. These audits, conducted by the Technical Services Group, evaluate
compliance with laws, regulations, policies, procedures and internal controls and
management systems.
Audit programs will be implemented to ensure the effectiveness of the Code in
other non-financial, non-"regulatory" areas. At the direction of the General
Counsel, special audits of various aspects of LANXESS's business activities
(e.g., antitrust, international/export control, EEO, or other areas referenced in the
Code) shall be conducted. An auditing team shall be assembled consisting of a
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senior manager (i.e., Vice President or above) (not from the affected department
or site), an in-house LANXESS attorney, and, as appropriate, a senior manager
from the Internal Audit Department and any other appropriate department.
Consideration also will be given to the propriety of retaining outside independent
counsel to direct the audit. To the extent possible, audits should be standardized
and include employee interviews, document review and, as appropriate, on-site
inspections.
In the event that an audit reveals potential violations of the Code, a copy of the
audit report shall be sent to the General Counsel of LANXESS Corporation and
to the President and CEO for consideration of possible remedial and/or
disciplinary action.
5. COMMUNICATION
Employees must be made aware of the depth of management's commitment to
compliance. All compliance issues must be identified and resolved effectively and
quickly. In order to fulfill these objectives, it is imperative that a copy of the Code
be made available to all employees.
From time to time, as directed by the General Counsel, educational programs,
including training sessions, advisory memoranda and bulletins, will be developed
and instituted in order to educate the Company's employees regarding the
requirements of, and recent developments in, certain applicable laws and the
Code. Updates and revisions will be circulated by the General Counsel for
inclusion in the Code in order to reflect trends, recent regulations and to take into
account any recent Company compliance experience.
6. CERTIFICATIONS/ACKNOWLEDGMENTS
Every employee of the Company shall be required to read and acknowledge their
understanding of the Code. Furthermore, as determined from time to time by the
General Counsel, certain employees may be required to sign a certificate of
compliance on a periodic basis. In signing this certificate, each such employee
will certify that he/she has recently reviewed the Code, understands his or her
compliance obligations, has conducted the business of the Company accordingly
and is not aware of any employee or representative of the Company acting in
violation of any law or the Code (or, in the alternative, that any such violations of
which he/she has knowledge have been properly reported).
Additionally, at all training sessions regarding the Code or any aspect thereof, a
list of participants shall be made and a record acknowledging such attendance
shall be kept. All training session records shall be maintained by the Human
Resources Department.
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PART 5: ENFORCEMENT, DISCIPLINE AND RESPONSE
1. ENFORCEMENT
It cannot be overemphasized that compliance is a serious subject. Violations of
law and unethical conduct can have serious consequences to the Company and
involved employees and will not be tolerated. The management of LANXESS
Corporation is committed to enforcing the Code. Adequate and consistent
discipline of individuals responsible for a violation, and, as appropriate, discipline
of individuals responsible for the failure to detect a violation, are necessary
components of enforcement.
2. DISCIPLINE
Upon concluding an investigation of a reported violation or receiving an audit
report disclosing a violation, the General Counsel of LANXESS Corporation and
the President and CEO shall determine whether disciplinary measures are in
order, which individuals should be disciplined and, in consultation with the the
Human Resources Department, what disciplinary measures are appropriate.
Internal disciplinary measures include warning, reprimand, probation,
suspension, reduction/elimination of bonus or merit increase, demotion or
immediate termination. Appropriate discipline must be case specific and fairly
applied. An effective compliance effort depends on self-reporting and acceptance
of responsibility by the violator. Both of these factors, therefore, will be
considered in deciding upon appropriate discipline. These factors shall not,
however, guarantee the avoidance of discipline. All disciplinary measures will be
properly documented.
In addition, a determination will be made as to possible referral of the individual
for criminal prosecution, civil action and/or, as appropriate, seeking recovery of
property or restitution of funds.
Where appropriate, LANXESS Corporation will, within a reasonably prompt time,
report an offense to the appropriate governmental authorities, will cooperate to
the fullest extent reasonable and practicable with any resulting investigation and
will clearly demonstrate its recognition and affirmative acceptance of
responsibility for its conduct.
3. RESPONSE
If a violation of law or of the Code is detected, the Company will take all
reasonable steps to respond appropriately and to prevent further similar
violations. All efforts will be made to stop the offending conduct immediately and
to prevent it from recurring. In this regard, consideration will be given to better
training, more communication reminding employees of their legal and ethical
responsibilities and greater vigilance in seeking out problems. All modifications to
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the Code that are deemed necessary to prevent and detect violations in the
future will be determined and implemented.
If you have any ethical questions or concerns, you can confidentially contact the
LANXESS Ethics & Compliance Hotline at 800-780-9532.
Note: The information contained in this publication is current as of November, 2005. Please contact
LANXESS Corporation to determine if this publication has been revised.
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