BUSINESS ETHICS POLICY
The Company’s Business Ethics Policy, which is embodied in the following standards, is a guide to ethical decision-making. We are committed to uncompromising integrity in all that we do and in the way in which we relate to each other and to people outside the Company. While the standards in this Policy are mainly based on laws, they also reflect the values which define us and our Company. We must constantly strive to avoid any circumstances which may create a conflict, or the appearance of a conflict, between our personal interests and those of the Company. The standards in this Policy may be implemented, interpreted, or amended from time to time through written procedures or other compliance guidelines. This Policy and related procedures and compliance guidelines are available on our Lotus Notes database, and in our Legal Department. As well, this Policy will be made available on the Company’s website: www.mccormickcorporation.com. Amendments to this Policy will be publicly disclosed in accordance with the requirements of the New York Stock Exchange and the regulations of the Securities and Exchange Commission (“SEC”).
Each of us is personally responsible for making sure that our business decisions and actions comply at all times with the spirit as well as the letter of this Policy. Given the pace of change in our industry, it is impossible for this Policy to anticipate all possible scenarios which may involve ethical decision-making. If we have questions about the application of a standard, or if we are confronted with a situation that presents an ethical issue that is not addressed by this Policy, we should seek guidance from the Company’s General Counsel. In addition, we owe it to each other to report the behavior of others to the General Counsel if we have reason to believe that the behavior violates this Policy.
All supervisory and management employees, including all officers and directors of the Company, have a special responsibility to lead according to the standards in this Policy, in both words and action. Our supervisory and management employees are also expected to adhere to and promote our “open door” policy. This means that they are available to anyone with ethical or other concerns, questions or complaints. We also maintain a confidential “hotline” that we can call in those circumstances, the details of which are set out at the end of this Policy. All concerns, questions and complaints will be taken seriously and handled promptly, confidentially and professionally. No retaliation will be taken against any employee for raising any concern, question or complaint in good faith.
The following standards of conduct will be enforced at all organizational levels. Anyone who violates them will be subject to prompt disciplinary action, which may include dismissal for cause.
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It is the Company’s policy to be a good “corporate citizen.” Wherever we do business, employees and directors of the Company are required to comply with all applicable laws, rules and regulations. Employees are also responsible for honoring and abiding by the contracts that we have entered into with other parties, including intellectual property licenses (e.g., software licenses related to software packages used in our business), confidentiality agreements, contracts with our customers and suppliers, and undertakings and other commitments we may have with government authorities. The standards in this Policy must of course be interpreted in the context of applicable law and practice of the countries where we operate, as well as good common sense. Any suspected or actual violation of any applicable law, rule or regulation or our contractual obligations or undertakings should be reported immediately to the General Counsel.
Securities Laws and Insider Trading
In the course of their duties, employees, officers, and members of the Board of Directors may be exposed to information about the Company or other companies that is not available to the general public. The use of such non-public or “inside” information for purposes of trading in the Company’s stock is strictly forbidden, whether by the employee, officer or director, or by any of his or her family members, or by any other person to whom the employee, officer or director may have communicated the information. This kind of activity is commonly referred to as “insider trading.” It is not only unethical, but also illegal, and could expose the employee, officer or director to civil and criminal penalties.
U.S. law prohibits anyone who possesses “material” non-public information about a company from trading in its stock or other securities. “Material” information is usually defined as any information that might influence a reasonable investor to buy, sell or hold stock. Common examples of material information include financial results, financial forecasts, possible mergers, acquisitions or divestitures, significant product developments, significant new customers or business and major changes in business strategy or organization. U.S. law also prohibits anyone who possesses material, non-public information from using it to tip anyone else who might trade on it. Violation of the law may result in civil and criminal penalties, including fines or jail sentences. All officers and directors (and employees who are uncertain about the legal rules governing purchases and sales of Company stock) should consult with the General Counsel before trading any shares of Company stock or other securities. Any employee, including the Company’s officers, who engages in insider trading will be subject to immediate termination.
Antitrust - Competition and Other Restrictions
In most countries, there are laws that govern the ways in which the Company may compete. The purpose of these laws is to prevent interference with a competitive market system. Accordingly, as a matter of Company policy, participating in any of the following is strictly forbidden: (a) discussions or agreements with competitors to fix prices, rig bids, allocate customers or markets, or restrict output, (b) discussions or agreements by which competitors refuse to deal with certain suppliers or customers or agree to deal with them only on certain terms, (c) agreements regarding the resale prices of products which we sell to distributors and customers (unless those agreements have been first reviewed and approved by the General Counsel); (d) misrepresenting our own products or services; or (e) offering, paying, or receiving bribes or kickbacks.
Contacts and discussions with competitors, whether for social or business purposes, should be avoided. No employee should contact a competitor, or schedule a meeting with a competitor, or engage in business discussions with a competitor, unless approved in advance by the General Counsel. In the event that any unauthorized contact, meeting or discussion occurs, the employee should consult with the General Counsel immediately.
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A conflict of interest occurs whenever our personal interests interfere in any way with our ability to perform our jobs objectively and in the best interests of the Company and its stockholders. In order for the Company to carry out its business effectively, it must be assured of its employees’ undivided loyalty. Employees must therefore refrain from entering into relationships or transactions that might impair their judgment as to what is best for the Company and its stockholders. Even relationships that create the appearance of a conflict of interest should be avoided. We cannot circumvent these ethical standards by acting through someone else, such as a friend or family member (which includes our spouse, domestic partner, children, parents, in-laws, and siblings).
Any employee who is presented with a transaction or relationship which could create a conflict of interest must bring the transaction or relationship to the attention of the General Counsel and provide a full written disclosure of the circumstances surrounding the conflict.
There are many different ways in which conflicts of interest arise. For example, personal financial interests, obligations to another company or governmental entity, or the desire to help a relative or friend are all factors that might divide our loyalties. To clarify what we mean, we have set out below our policies about the most common types of conflict of interest.
Outside Employment and Directorships
No employee of the Company, including its officers and directors, may work for, or receive compensation from, any competitor, customer, distributor, broker or supplier without the approval of the General Counsel, the Chief Executive Officer and the Audit Committee of the Board of Directors. In addition, no employee other than a director may serve on the board of directors of another company or of a governmental agency without the advance approval of the General Counsel, the Chief Executive Officer and the Audit Committee of the Board of Directors. Even where approval is granted, employees must take appropriate steps to separate Company and non-Company activities. The General Counsel will assist us in determining what steps are appropriate.
Investments
No employee, officer or director of the Company may have a financial interest in any competitor, customer, distributor, broker, or supplier where the financial interest would be likely to influence, or appear to influence, his or her actions on behalf of the Company. If there is any doubt about how an investment might be perceived, we should discuss it in advance with the Company’s General Counsel, or in the case of directors, with the Board of Directors.
Using Company Time and Property for Personal Benefit
No employee of the Company, nor any of its officers, may perform non-Company work, or solicit such work, on the Company’s premises or while working on the Company’s time for his or her own personal benefit. Also, no such employee may use Company property (including equipment, telephones, materials, resources or proprietary information) for his or her own commercial gain or endeavor. No such employee may engage in any type of solicitation or distribution activities unrelated to the Company’s business on the Company’s premises without the approval of his or her immediate supervisor.
Loans to Employees and Others
Loans to and guarantees of obligations of employees incurred for personal reasons
can also present conflicts of interest. The Company is not permitted to make personal loans or extensions of credit to its directors and executive officers under applicable law. It is the Company’s policy that the Company will generally not make loans to any employee for personal reasons, or guarantee any financial obligations undertaken by any employee for such purposes.
Gifts and Entertainment
The acceptance of gifts and entertainment by employees and directors or members of their family may present a conflict of interest. While employees and directors are permitted to accept gifts of nominal value, they are prohibited from accepting anything that might influence their judgment on Company matters affecting the donor or that might be accompanied by any express or implied understanding that the recipient is in any way obligated to take some action which would benefit the donor to the detriment of the Company in exchange for the gift. Similarly, employees may accept entertainment, but only insofar as it is reasonable in the context of the business at hand and facilitates the Company’s interests. When practical and appropriate, hospitality should be reciprocated. Employees are strictly prohibited from soliciting gifts, gratuities or business courtesies for the benefit of any family member or friend.
Family Members and Close Personal Relationships
The Company’s standards of conduct are not intended to intrude on our personal lives. Situations may arise, however, where our relationships with family members and friends create conflicts of interest. Generally, employees are prohibited from being in the position of supervising, reviewing or having any influence on the job evaluation or salary of their close relatives. Employees and directors who have family members or close personal friends who work for businesses seeking to provide goods or services to the Company or for businesses seeking to purchase goods or services from the Company may not use their personal influence to affect the outcome of negotiations to the detriment of the Company. Employees who have relatives or close personal friends who work for such businesses, or for competitors, should bring this fact to the attention of their immediate supervisor and discuss any difficulties that might arise and appropriate steps to minimize any potential conflict of interest.
Public Service
We encourage our employees to be active in the civic life of their communities, including charitable or educational activities. When doing so and making any public communication, we should make certain that others understand that any opinions or comments that we may express are our own and not the Company’s. Our participation in or service to the community may also at times place us in situations which conflict with the interests of the Company. This could occur, for example, where the community service organization is engaged in negotiations with the Company for goods or services or for some other matter. The law may require or permit us to abstain from any decision where these circumstances exist, depending on our position within the Company, or the community service organization, and perhaps for other reasons. Before participating in such a decision, we should seek advice from legal counsel for the community organization and from the Company’s General Counsel and we should in any event make it clear to the appropriate persons at the community organization that we are employees of the Company. If we do abstain, we should make it clear that our action is to avoid a potential conflict of interest or the appearance of one.
Corporate Opportunities
No employee of the Company, including its officers and directors, may pursue or undertake, for his or her own personal benefit or for the benefit of any other person or organization, any business venture, opportunity or potential opportunity which is in the Company’s line of business without first obtaining the Company’s consent. Employees, officers and directors of the Company owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. It is never permissible for employees to compete against the Company.
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Information is a valuable corporate asset. All employees and directors have an obligation to safeguard confidential information about the Company and confidential information that our suppliers and customers have entrusted to us. Generally speaking, confidential information is information that has not been disclosed to the general public or that gives our business an advantage over our competitors or could expose us to harm or liability if released prematurely or inappropriately. For a more detailed explanation of the definition of “confidential information” and the proper treatment of such information, please see the Company’s Policy and Procedure on Confidential Information. Employees and directors who are unsure about whether information should be treated as confidential must consult with their immediate supervisor or the General Counsel.
Employees and directors must remain conscious at all times of their obligation to protect confidential information against unauthorized disclosure. In no event should confidential information be disclosed to third parties in violation of the Company’s Policy and Procedure on Confidential Information. This is an obligation not limited to the duration of employment or service; the obligation continues after an employee or director leaves the Company.
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The Company is committed to having its employees deal fairly and honestly with the Company’s customers, suppliers, competitors and other employees.
Our Customers
Doing business in an honest and fair manner with our customers means we must earn their business based on competitive pricing, the quality of our products and services, and our ability to fulfill our contractual commitments. For example, where our products or services must meet customer specifications, employees are prohibited from using false data or manipulating data in such a way as to suggest compliance with these specifications when compliance has not been achieved. Employees responsible for customer invoicing are required to reflect accurately on invoices the purchase price of the products and other contract terms.
Our Suppliers
Doing business in an honest and fair manner with our suppliers means that employees responsible for buying or leasing materials and services on behalf of the Company must do so objectively. We choose to deal with our suppliers on the basis of the price, quality and desirability of their goods and services. Employees must not accept or seek out any benefit from a supplier or potential supplier that would compromise their judgment or create an appearance that their judgment would be compromised. In addition, it is against Company policy to prohibit suppliers from trading with our competitors in order to continue or expand their relationship with us. Seek the advance advice and approval of the General Counsel before entering into any exclusive supply relationship with our suppliers.
Our Competitors
It is the Company’s policy to compete aggressively for new and existing business based on our superior product quality, innovation, technical competence, marketing support and service, and competitive pricing. Accordingly, false, misleading, or disparaging statements or innuendo about our competitors, their products or their services, or false or misleading statements about our Company and its products and services, will not be tolerated. All comparisons of our products and services with those of our competitors, and all claims about our products and services, must be accurate and factually supported.
Employees are strictly forbidden from using any illegal or unethical methods to gather competitive intelligence. This includes stealing confidential or trade secret information of our competitors, or attempting to induce former or current employees of competitors to disclose such information through misrepresentation or other means. Anyone with even the slightest concern about the legality of information he or she possesses, or the means by which it was gathered, should consult with the General Counsel.
Our Employees
The Company recognizes that its employees are its most valuable resource. The Company values the contributions that each employee makes and is committed to treating every employee with dignity and respect. This includes preserving the confidentiality of employee records in compliance with applicable law and refraining from unwarranted intrusions into employees’ privacy.
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Safeguarding the Company’s assets and the assets of others entrusted to the Company is the responsibility of all employees and directors. Theft, carelessness and waste have a direct impact on the Company’s profitability. We should use such assets efficiently and maintain such assets with care and respect, while guarding against waste and abuse. Look for opportunities to improve performance while reducing costs. The use of Company time, materials, assets, or facilities for purposes unrelated to the Company’s business, or the removal or borrowing of Company property, is prohibited, except where such use or removal is for purposes of supporting the occasional community service activity which has been endorsed by the Company and where such use or removal has been approved by our supervisor. For these purposes, the Company’s assets include cash, inventory, equipment, computer software, computer data, vehicles, records or reports, non-public information, intellectual property or other sensitive information or materials and telephone, and voice-mail or e-mail communications.
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U.S. law requires the Company to make sure that its books and records accurately and fairly reflect the transactions of the Company and its financial condition. A system of internal accounting controls must be maintained by the Company to provide reasonable assurances of adequate controls over the quality of our books and records at all levels. Employees are expected to cooperate fully with our internal and independent auditors. In particular, the following requirements must be strictly observed by all employees:
Access to Company Assets, Execution of Transactions
Access to Company assets and the execution of transactions must be properly authorized by management. All transactions with the Company must be recorded accurately on the Company’s books and records in accordance with all applicable laws and generally accepted accounting principles followed by the Company.
Accurate Books
The Company’s books and records must accurately and fairly present the results of operations and the financial condition of the Company. False or misleading entries are strictly prohibited, and the Company will not condone any undisclosed liabilities or unrecorded bank accounts or other unrecorded assets established for any purpose.
Proper Payments
No employee may authorize payment of Company funds knowing that any part of the payment will be used for any purpose other than the purpose described in the documents supporting the payment.
Prohibited Conduct
No action may be taken to, directly or indirectly, defraud, influence, coerce, manipulate or mislead any other employee, officer or director, or any independent auditor or lawyer for the Company for the purpose of rendering the books, records, or financial statements of the Company incorrect or misleading.
Reporting of Errors
Each employee has an obligation to inform his or her immediate supervisor or the Company’s Chief Accounting Officer or the General Counsel of any errors, or possible errors or misstatements, in the Company’s books and records, including its financial statements, promptly after such errors or misstatements are discovered or suspected.
Compliance with Internal Accounting and Disclosure Controls
The Company has adopted a system of internal accounting and disclosure controls to help ensure (a) that the Company is in compliance with the SEC's requirements regarding financial reporting, record-keeping and internal accounting and disclosure controls; (b) that the Company’s financial statements and other reports are accurately and reliably prepared in a timely manner; and (c) that such statements and reports fully and fairly disclose all material information. Each employee should be candid in discussing matters concerning internal controls and business disclosures with the Company’s management, internal auditors, independent auditors, outside counsel and members of the Company’s Board of Directors.
Internal Controls
The Company’s system of internal accounting controls is the backbone of the integrity of the Company’s financial records and financial statements. It is important that all employees comply with the internal controls that have been established.
Each employee has an obligation to report any actual or suspected breaches or violations of the Company’s internal controls to the Company’s Chief Accounting Officer or to the General Counsel promptly after such breaches or violations are discovered.
Each employee shall report any actual or suspected fraudulent or questionable transactions or occurrences that come to the attention of the employee to the Chief Accounting Officer or the General Counsel promptly after they come to the attention of the employee. Potentially fraudulent transactions include, without limitation, embezzlement, forgery or alteration of checks and other documents, theft, misappropriation or conversion to personal use of Company assets, and falsification of records.
Each employee is encouraged to advise the Chief Accounting Officer of any changes that the employee believes may improve the Company’s system of internal controls.
Disclosure Controls
The Company’s system of disclosure controls is designed to help ensure that all important information regarding the business and prospects of the Company is brought to the attention of the Chief Executive Officer and Chief Financial Officer of the Company. The accuracy and timeliness of compliance with those disclosure controls is critical to enabling those officers to provide the financial statement and periodic report certifications required by U.S. law.
Each employee shall comply with the system of disclosure controls, including the internal reporting responsibilities assigned to such employee.
Each employee shall promptly report in accordance with Company policy any significant event or occurrence (whether positive or negative) that arises in the course of the employee’s duties and responsibilities.
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The Company’s stock is listed on the New York Stock Exchange, and, as a result, the Company has a number of disclosure obligations under the Exchange’s rules as well as U.S. securities laws. The Company has adopted a number of disclosure controls to help ensure that the Company satisfies its disclosure obligations, including its obligation to make a full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to the SEC and in other public communications made by the Company. All employees involved in the preparation of the Company’s reports and documents filed with or submitted to the SEC and other public communications have a responsibility to assure that such disclosures are full, fair, accurate, timely and understandable and otherwise in compliance with applicable rules and regulations. In addition, employees and directors of the Company should inform the Chief Accounting Officer or the General Counsel if they learn that information in any such filing or communication was untrue or misleading at the time such filing or communication was made or if they have information that would affect any such filings or communications to be made in the future.
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The United States and many other countries have laws or rules which impose restrictions on the value of any gift which we may wish to make to government officials and employees. It is the policy of the Company to comply with all of those laws and rules. Generally speaking, refreshments such as coffee, juice or soft drinks during a business meeting are allowed.
In addition, the U.S. securities laws prohibit the Company, or anyone acting on behalf of the Company, from making a payment or giving a gift to an official of any foreign government for purposes of obtaining or retaining business. This law applies to every country in which we have business and to every employee regardless of citizenship. A violation of this law occurs when a payment is made to a government official with the knowledge that the payment will be used to unlawfully gain or maintain business or direct business to someone else. Under the law, knowledge is imputed where the circumstances make it fairly obvious that an illegal payment will occur, even if the employee or agent did not actually know the payment would be made.
Before making any payment, or giving anything of value, to a government official, employees should consult with the Company’s General Counsel.
Commercial bribery of any nature is a violation of Company policy and is unlawful. Employees are strictly prohibited from offering any form of bribe, kickback, or other like payment to any person.
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Any request for a waiver of any standard of this Policy may be granted only by the General Counsel and the Chief Executive Officer with the approval of the Audit Committee, or if the waiver is for an executive officer or director of the Company, by the Audit Committee and the Board of Directors. Waivers granted to executive officers and directors will be publicly disclosed pursuant to applicable standards of the New York Stock Exchange and regulations of the SEC within four business days of the determination to grant such waiver. All employees and directors should be aware that the Company generally will not grant such waivers and will do so only when there is a compelling reason to do so.
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Each management employee will be required to review this Policy and discuss it with his or her direct reports at least once annually and to affirm compliance with this Policy annually by signing the compliance form attached to the Company’s Business Ethics Procedure. Allegations of potential wrongdoing will be investigated promptly and will be reported to the Audit Committee of the Board of Directors. Knowingly false allegations of misconduct will be subject to disciplinary action. All employees are required to cooperate fully with any internal or external investigation. Employees must also maintain the confidentiality of any investigation and related documentation, unless specifically authorized by the General Counsel to disclose such information.
Appropriate disciplinary penalties for violations of this Code may include counseling, reprimands, warnings, suspensions (with or without pay), demotions, dismissals and restitution. Disciplinary action may also extend to a violator’s supervisor insofar as the Company determines that the violation involved the participation of the supervisor or reflected the supervisor’s lack of diligence in causing compliance with this Policy. Any person who takes any action whatsoever in retaliation against any employee who has in good faith raised any question or concern about compliance with this Policy will be subject to serious sanctions, which may include dismissal for cause.
Employees are reminded that the Company’s document retention policies strictly prohibit the destruction or alteration of documentation undertaken with the intent to obstruct any pending or threatened investigation or proceeding of any nature or in contemplation of a proceeding.
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Employees or directors who have questions about this Policy should contact our General Counsel for guidance without fear of retaliation. If you have reason to believe that an actual or potential violation of this Policy is occurring or has occurred, you should contact our General Counsel immediately, again without fear of retaliation. If you prefer to make an anonymous inquiry, you may call a confidential “hotline,” which can be accessed by telephone within the United States at 1-800-569-9651. If you are calling from locations outside the United States, please refer to Legal Procedure No. 6 on business ethics, which is available in the Policies & Procedures Library on the Company’s Lotus Notes Database. Toll-free numbers are staffed by Global Compliance Services, an independent organization, and the Service is available in nearly all languages, 24 hours a day, 7 days a week. All calls are confidential, and you do not need to leave your name. All reports will be treated in confidence except as necessary to conduct investigations.
If you prefer to report hotline incidents electronically, you may visit the following Internet address and follow the instructions provided: https://www.mccormick.alertline.com (in Europe, please use the following Internet address: https://McCormick-EU.alertline.com).
In addition, to using the hotline process described above, you may also:
(i) contact the Chairman of the Audit Committee of the Board of Directors directly by telephone at 301-865-6000 or by e-mail at brady.james.t@gmail.com; or
(ii) contact our General Counsel by writing to “General Counsel, McCormick & Company, Incorporated,” Post Office Box 397, Sparks, Maryland 21152.*
All employee communications made in good faith will be treated promptly and professionally and without risk of retaliation.
*The Post Office Box will be checked on a weekly basis.