STATEMENT OF POLICY:
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Under established principles of law and Grace policy, every director, officer and
employee of Grace has a duty of undivided loyalty to Grace. Accordingly, Grace personnel,
if confronted with a choice between the interests of Grace and personal economic
interests or obligations or duties to others, must act in the interests of Grace.
While it is not possible to describe all situations of potential or actual conflict
within the foregoing general principles, the following categories are listed for
your guidance:
1. Acceptance of Gifts. Compensation, gifts, entertainment, tickets, vacation
lodgings, discounts, services, loans, favors or anything else of value (each, a
"Gift") from suppliers, customers or other persons with whom Grace does business
or any competitor of Grace that could reasonably be viewed as being inappropriate
for any reason, or as creating any obligation or affecting your judgment, should
be refused. Any Gift accepted with an apparent value of more than $100.00 must be
reported by the recipient to his or her supervisor1 and to the Chief Ethics Officer, which
report shall be kept on file for potential audit review.
In making your decision, the following rules and guidelines must be followed:
- You should consider refusing or returning any Gift with
an apparent value of more than $100.00. However, acceptance may be appropriate for
items clearly marked primarily for advertising, or where business customs or the
particular circumstances make acceptance consistent with Grace's interests. The
$100.00 threshold should be adjusted to reflect the local culture in the relevant
location (for example, conditions and customs in Japan would generally dictate that
a larger value threshold should be applied there.)
- Any product samples that do not benefit Grace directly
should be refused, unless they have an apparent value of $100.00 or less.
- Any discounts offered to you personally (and not available
to the general public) by an actual or potential supplier or customer of Grace,
or other person with whom Grace does business, or a competitor of Grace, must be
approved in advance by the Chief Ethics Officer.
- It is never permissible to accept a loan or other Gift
in cash or cash equivalents (e.g., stocks or other forms of marketable securities),
regardless of the amount of the loan or Gift.
- If an actual or potential supplier or customer of Grace,
or other person with whom Grace does or may do business, or a competitor of Grace,
or a representative of any of them, persists in offering Gifts of any type, discuss
the situation with your supervisor.
- In making the decision as to whether it is appropriate
to accept a Gift, regardless of the amount, it may be helpful to ask yourself whether
you would be comfortable if all details of your actions were described: (1) to your
supervisor; (2) in a news report; or (3) to your family members. You are encouraged
to seek guidance from your supervisor if you are unsure.
2. Other Conflicts of Interest. The following additional activities may create
potential or actual conflict, and may be undertaken only in accordance with the
following guidelines and requirements:
A.
Retention of a stock or other financial interest in any business entity having a
relationship to Grace of the kind described in paragraph (1) above. This would not
usually apply to investments in securities of a publicly held corporation listed
on a national securities exchange or traded in the over-the-counter market unless
the investor's judgment in transactions involving Grace might be affected by reason
of the size of the investment, the amount of business done with Grace or other factors.
As a general rule, a 2% aggregate ownership interest held by a person, members of
his/her family and associated individuals or companies in a publicly held entity
should normally present no problem.
B.
Acting as a director, officer, consultant, agent or employee or in some other capacity
for a person or entity having a relationship to Grace of the kind described in paragraph
(1) above. In addition, statutes (such as Section 8 of the Clayton Act) impose prohibitions
or restrictions upon interlocking directorships and offices in certain situations.
It is therefore necessary that all directors and officers of W. R. Grace & Co. and/or
W. R. Grace & Co.-Conn. inform the General Counsel (if possible, prior to accepting
any directorship or office or similar position with any other corporation or entity)
to ensure compliance with applicable statutory requirements.
C.
Existence of an interest in any transaction involving Grace where the effect of
the interest is or may be to affect the objective and impartial representation of
Grace.
D.
Employees, officers and directors must maintain the confidentiality of information entrusted
them by Grace or its customers, except when disclosure is authorized or legally
mandated. Confidential information includes all non-public information that might
be of use to competitors, or harmful to Grace or its customers, if disclosed.
E.
Speculation or dealing in goods, commodities or products purchased, sold or otherwise dealt in or required or utilized by Grace.
F.
Appropriation to personal benefit of a business opportunity in which any Grace entity might reasonably be expected to be interested, without first making available the opportunity to Grace. For instance, a person might learn of a business, an invention or other property that is for sale and which Grace might be interested in acquiring. A person who fails to disclose this knowledge to Grace and acquires the property may be legally accountable to Grace for any profits that might be realized
G.
Trading in securities of W. R. Grace & Co. or any of its publicly traded subsidiaries for quick profits or speculative purposes. Grace believes that short term trading in such securities should be discouraged since it might create pressures inconsistent with the impartial exercise of judgment on Grace's behalf. In addition, under Section 16 of the Securities Exchange Act of 1934 all directors and executive officers of W. R. Grace & Co. must report their security holdings in W. R. Grace & Co. to the Securities and Exchange Commission and are accountable to W. R. Grace & Co. for any profits on purchases and sales or sales and purchases made in any six month period. Any trading in securities of Grace by directors or members of the Leadership Team must be reported in advance to the Corporate Secretary.
H.
Interests, relationships or activities of the type described above which are held or taken by (a) family members, or (b) any trust or estate in which either the person or family members have a substantial interest, or (c) any partnership, corporation or other firm of which the person is a partner, director or officer or in which either the person or family members have a substantial interest.
It is not Grace's desire to discourage or limit the freedom of Grace personnel to engage in and maintain outside activities and interests which do not interfere with the performance of their duties. It is only when there is a possible conflict of interest that Grace is concerned. Where a conflict or potential conflict does develop, the person should disclose promptly and fully to his/her supervisor all pertinent facts -- the questionable as well as the obviously objectionable. In many instances, the only consequence will be a disqualification of the person from participating in a particular transaction, or a finding that the condition appearing questionable to an employee is not significant. In other cases, it may prove advisable for the person to dispose of the outside interest or for other measures to be taken.
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