Attached files
file | filename |
---|---|
8-K - FORM 8-K - RPM INTERNATIONAL INC/DE/ | l40303e8vk.htm |
Exhibit 14.1
RPM INTERNATIONAL INC.
CODE OF BUSINESS CONDUCT AND ETHICS
(Amended and Restated Effective as of July 20, 2010)
CODE OF BUSINESS CONDUCT AND ETHICS
(Amended and Restated Effective as of July 20, 2010)
Overview
It is and shall continue to be the policy of RPM International Inc. (RPM) and its subsidiaries
and operating companies (collectively, the Company), to ensure that all business decisions are
made in the best interest of the Company and that its directors, officers and employees perform
their duties and exercise their judgment without impairment by virtue of non-Company interests or
relationships. The Company respects the right of its directors, officers and employees to privacy
in their personal activities and financial affairs. These individuals, however, have a duty to the
Company to be entirely free from the influence of any conflicting interests when they represent the
Company in any business dealings or make any recommendations, which may influence an action of the
Company. Each and every director, officer and employee is expected to serve the Company with
individual loyalty and conduct their business activities with fairness, impartiality, honesty and
integrity.
Applicability; Purposes
The RPM Board of Directors (the Board of Directors) has adopted this Code of Business Conduct and
Ethics (the Code), which applies to the Companys directors, officers and employees, regarding a
wide range of topics and is generally designed to:
| Promote honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest; |
| Promote full, fair, accurate, timely and understandable disclosure of financial and other information to the Securities and Exchange Commission (the SEC) and in other public communications made by the Company; |
| Promote compliance with all applicable laws and governmental rules and regulations; |
| Promote the appropriate use and treatment of tangible and intangible property of the Company, including its trade secrets and proprietary information, and the protection of the Companys legitimate business interests, including corporate opportunities and confidential information; |
| Promote the prompt reporting of actual or suspected violations of this Code, or other illegal or unethical behavior and outline reporting mechanisms; |
| Promote adherence to and compliance with all other applicable Company policies and procedures; |
| Maintain a culture of compliance and ethical practices and reinforce the Companys commitment to integrity; and |
| Deter wrongdoing. |
Obligations
All directors, officers and employees of the Company are expected to be familiar with the Code and
to adhere to those principles and procedures set forth in the Code that apply to them.
These principles and procedures stated in this Code, as well as the different rules applicable to
the Companys directors, officers and employees decided by RPM or the respective Company, from time
to time, imposing or prohibiting certain behaviors governed by ethical considerations and referred
to in this Code as Policy or Policies or Guidelines, are to be applied uniformly in all of
the countries in which the Company has a presence, except to the extent applicable local law
requires otherwise.
The provisions of this Code and of the Companys Policies or Guidelines are not intended to
substitute applicable laws and regulations and they shall apply only to the extent they do not
conflict with applicable law.
The Code
Compliance with Laws
It is the Companys policy to comply with all applicable laws, rules and regulations. It is the
personal responsibility of each director, officer and employee to adhere to the standards and
restrictions imposed by those laws, rules and regulations. The Company and its employees will abide
by the letter and the spirit of all applicable laws and regulations, and will act in such a manner
that the full disclosure of all facts related to any activity will always reflect favorably upon
the Company.
If a director, officer or employee has any questions concerning the legality of a proposed course
of action, the scope of a law or regulation, or the interpretation or application of a law, he or
she should contact the Companys General Counsel for clarification, guidance and assistance before
taking the proposed course of action.
Insider Trading
It is against Company policy and in many circumstances illegal for a director, officer or employee
to purchase or sell RPM securities or those of any other company while in possession of material
nonpublic information or to disclose inside information to enable a third party to buy or sell
securities on the basis of such information unless otherwise permitted by law. (For details on
restrictions on trading activity, see the Companys Insider Trading Policy and Blackout
Restrictions.). Any director, officer or employee who is uncertain about the legal rules
involving a purchase or sale of securities while in the possession of material nonpublic
information should consult with RPMs General Counsel before making any such purchase or sale.
Any executive officer of the Company who becomes aware of any material or potentially material
noncompliance with the New York Stock Exchange (NYSE) listing requirements shall promptly notify
the Audit Committee and, if believed warranted after consultation with the Audit Committee, the
Chief Executive Officer.
Integrity of Business and Accounting Records and Disclosure
All the Companys books, records, accounts and financial statements must be maintained in
reasonable detail, must appropriately reflect the Companys transactions and must conform both to
applicable legal requirements
and to the Companys system of internal controls. No records or information will be manipulated
for the purpose of altering or distorting business results, and no deliberately false or inaccurate
entries will be made for any purpose. All directors, officers and employees are required to
cooperate with the Companys internal and independent auditors, and no director, officer or
employee may take any action to coerce, manipulate, mislead or fraudulently influence any such
auditors.
Each director, officer or employee involved in the Companys disclosure process, including, but not
limited to the Chief Executive Officer, the Chief Financial Officer, principal accounting officer,
controller or persons performing similar functions (the Senior Financial Officers), is required
to be familiar with and comply with the Companys disclosure controls and procedures and internal
controls over financial reporting, to the extent relevant to his or her area of responsibility, so
that the Companys public reports and documents filed with, or submitted to, the SEC comply in all
material respects with the applicable federal securities laws and SEC rules.
In addition, each such person having direct or supervisory authority regarding any SEC filings,
submissions or the Companys other public communications concerning its general business, results,
financial condition and prospects should, to the extent appropriate within his or her area of
responsibility, consult with other Company officers and employees and take other appropriate steps
regarding these disclosures with the goal of making full, fair, accurate, timely and understandable
disclosure.
The Companys Senior Financial Officers must:
| Act in an ethical manner with honesty and integrity; |
| Ethically handle all actual or apparent conflicts of interest between personal and professional relationships; |
| Promote full, fair, accurate, timely, and understandable disclosure in all reports and documents that the Company files with, or submits to, the SEC and other public filings or communications made by the Company; |
| Promote compliance with all applicable laws, rules and regulations of federal, state and local governments, and all applicable private and public regulatory agencies; |
| Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Companys independent auditors, governmental regulators and self-regulatory organizations; and |
| Promptly report to the Audit Committee any violation or suspected violation of the Code in accordance with the rules and procedures set forth in the present Code and in particular under the RPM Reportable Events Policy. |
Conflicts of Interest
A conflict of interest occurs when an individuals private interest interferes or appears to
interfere in any way with the interests of the Company. All employees, officers and directors are
expected to avoid all situations that might lead to any such real or apparent conflicts of
interest. The Companys interests should never be subordinated to personal gain or advantage.
It is impractical to try to foresee or define with precision every situation which might be
considered a conflict of interest. Generally speaking, a conflict of interest exists when an
obligation or a situation resulting from an individuals personal activities (including with
respect to family members) or financial affairs (including other work opportunities) actually or
apparently adversely influences their judgment in or impacts their ability to perform their duties
to the Company.
It is important to remember that even though a conflict exists, it may not necessarily result in
disciplinary action. Conflicts can innocently arise and most of them are simply investigated to the
depth necessary to determine that the Companys interests are best served. Each conflict must be
reported so that an independent determination can be made of the situation.
Any employee who feels that he or she may have a conflict situation, actual, potential or
perceived, should report all pertinent details in a memorandum to his or her supervisor. The
supervisor will be responsible for referring the matter to the head of Internal Audit. Internal
Audit will review the information and investigate it further if necessary.
If there appears to be a conflict, it will be reported to the President of the operating company
involved and to the General Counsel of RPM. These individuals will determine the proper action to
take. In the event of any disagreements about the proper way to resolve the situation, RPMs
Executive Management Group will decide. All statements and other information reported to the
Company will be kept strictly confidential, to the extent practicable.
Actual or potential conflicts of interest involving Directors or executive officers of RPM must be
brought to the attention of either the Board of Directors or Governance and Nominating Committee of
the Company.
See the attached Conflicts of Interests Guidelines for further detail and guidance on this
topic.
Corporate Opportunities
Directors, officers and employees owe a duty to the Company to advance the Companys business
interests when the opportunity to do so arises. Directors, officers and employees are prohibited
from taking (or directing to a third party) a business opportunity that is discovered through the
use of corporate property, information or position. More generally, directors, officers and
employees are prohibited from (a) using corporate property, information or position for personal
gain and (b) competing with the Company, whether directly or indirectly.
Fair Dealing
The Company has a history of succeeding through honest business competition. We do not seek
competitive advantages through illegal or unethical business practices. Each director, officer and
employee should endeavor to deal fairly with the Companys customers, service providers, suppliers,
competitors and employees. No director, officer or employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information, misrepresentation of material
facts, or any unfair dealing practice.
Confidentiality
In carrying out the Companys business, directors, officers and employees often learn confidential
or proprietary information about the Company, its employees, customers, suppliers, or joint venture
parties. Directors, officers
and employees must maintain the strict confidentiality of all information so entrusted to them,
except when disclosure is authorized by the RPMs General Counsel, Associate General Counsel or
where applicable, operating company in-house counsel, or when required by applicable laws and
regulations. Confidential or proprietary information of the Company, and of other companies,
includes any non-public information that would be harmful to the Company or useful or helpful to
competitors if disclosed. The obligation to preserve the Companys confidential information
continues even after employment ends and even where not expressly provided for in any employment
agreement.
The Company is often a party to non-disclosure agreements with customers, suppliers, potential
buyers and sellers of businesses and others. The purpose of such an agreement is to protect
confidential or sensitive information which is given and received. Directors, officers and
employees aware of such agreements should exercise care in using confidential information received
including with whom the information is shared.
Protection and Proper Use of Company Assets
All directors, officers and employees should protect the Companys tangible assets and its
intellectual property and other intangible assets and promote their efficient use, including the
protection of confidential and proprietary information. This includes, but is not limited to,
intellectual property such as trade secrets, patents, trademarks and copyrights, as well as
business, marketing and service plans, designs, databases, records, salary information and any
unpublished financial data and reports. Unauthorized use or distribution of this information
violates Company policy. It may also result in civil or criminal penalties. All Company assets
should be reserved for legitimate Company business purposes; however, incidental personal use is
permissible.
Reporting of Illegal or Unethical Behavior; Company Protocol
All Company employees have a responsibility to promptly report actual and suspected violations of
this Code in accordance with the rules and procedures set forth in this Code and in particular
under the RPM Reportable Events Policy. Any individual who becomes aware or suspicious of any
violation of any law, rule or regulation or of this Code has a responsibility to contact his
manager or other responsible individual such as his human resources manager or Company legal
counsel or the Companys confidential ethics and compliance hotline. Failure to do so is itself a
violation of this Code. Issues or concerns regarding accounting, internal accounting controls, or
auditing matters or any material violation of federal securities laws, whether or not a violation
of this Code or Policy, should also be reported following the same procedure as above. An
appropriate investigation of all reported violations will be conducted under the direction of the
Board of Directors, a committee of the Board of Directors, RPMs Executive Management Group, the
General Counsel, operating company legal counsel or a combination thereof, as appropriate.
Violations are subject to disciplinary action up to and including termination of employment and
criminal prosecution for violations of law and restitution in cases of fraud, theft or personal
gain at the Companys expense.
It is the Companys policy to foster a free and open atmosphere that allows and encourages
employees to make inquiries, express work-related personal concerns regarding ethics issues, or to
report business ethics violations or violations of law, regulations, policies, or procedures
without fear of retribution or retaliation for making such reports or inquiries. It is the policy
of the Company that no director, officer or employee shall be subject to reprisal for the good
faith reporting of a suspected violation of this Code in compliance with the rules and procedures
set forth in this Code and in particular under the RPM Reportable Events Policy. Any director,
officer or employee found to have engaged in reprisal, retaliation, or retribution for the
reporting of a suspected violation of this Code will be subject to immediate disciplinary action,
which may include termination.
Interpretations; Waiver
The RPM International Inc. Board of Directors Governance and Nominating Committee is responsible
for the interpretation and application of this Code. From time to time, the Company may waive
certain provisions of this Code. Any waiver of the Code for directors, executive officers or Senior
Financial Officers of the Company may be made only by the Board of Directors or the Governance and
Nominating Committee and must be promptly disclosed as required by SEC or NYSE rules. Any request
for a waiver for other employees must be submitted in writing to the RPM General Counsel. Approvals
will also be in writing and must be obtained in advance of the action requiring the waiver.
Board of Directors Approval
This Code was amended and restated by the Board on July 20, 2010.