Code of Conduct

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1.         Statement of Purpose

 

The President, on behalf of SPI (also referred to as the Company) has adopted this Code of Business Conduct and Ethics for all employees and contractors of SPI.  The purpose of this Code is to underscore and further strengthen SPI’s longstanding commitment to a business culture of honesty and accountability and to inform you of the appropriate means to ask questions concerning the applicability of this Code and to report violations of this Code. 

 

2.       Compliance Standards

 

SPI expects you to act in accordance with this Code.  However, this Code does not replace thoughtful behavior but serves as a source of guiding principles.  This Code also does not replace or supersede existing rules, policies, or guidelines of SPI.

 

3.       Conflicts of Interest - Corporate Opportunities

         

Business decisions must be made in the best interests of SPI and not motivated by personal interest or gain.  Accordingly, SPI expects all employees and contractors to promptly disclose potential conflicts of interest and to avoid conflicts of interest unless expressly approved by the Company.

 

A conflict of interest may exist when your private interest interferes, or appears likely to interfere, with the interests of SPI.   A conflict of interest situation can arise when your actions or interests make it difficult to perform your work objectively and effectively.  Conflicts of interest can also arise when you, or a member of your family, receive improper personal benefits as a result of your position with the Company.  Examples of potential conflict situations include the following:

 

• Conflicting business interests.  You have a duty of loyalty to advance the business interests of the Company.  You must not own or provide services to another business if that situation would cause you to put the other business interests ahead of the Company.  For example, it generally would be inappropriate for you to work for a competitor of SPI while you remain employed with the Company.

 

• Conflicting personal interests.  You must not misappropriate assets of SPI or abuse your position with SPI to get improper benefits.  For example, you must check with SPI before personally entering into leases or other contracts that may require approvals to avoid a conflict of interest.

 

 

 

• Corporate opportunities.  You must not take for yourself opportunities that belong to the Company.  For example, as a result of your position with the Company, you may be presented with an opportunity to buy a business that is a customer or supplier of SPI or that competes with the Company.  This business opportunity must first be offered to the Company.

 

Although SPI under some circumstances may elect to waive conflicts that have already occurred, SPI encourages you to disclose all possible conflicts before putting yourself in a situation that could jeopardize your employment.  Questions about possible conflicts should be directed to the President who may wish to involve legal counsel, if appropriate.

   

4.       Confidentiality

 

Confidential information is any non-public or trade secret information that might be used by competitors, or harm SPI or its customers or suppliers, if disclosed.  You must maintain the confidentiality of information entrusted to you by SPI or its customers or suppliers, except when disclosure of the confidential information is authorized or required by law. 

 

5.       Fair Dealing

 

The Company’s good reputation is one of its most important assets.  Always endeavor to deal fairly and honestly with the Company’s customers, suppliers, competitors and employees.  Do not act in a manner that adversely affects the Company’s reputation.  For example, do not take unfair advantage of anyone through abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

 

6.       Protection and Use of Company Assets

 

You should protect the Company’s assets.  Be mindful that theft, carelessness and waste have a direct impact on the Company’s profitability.  Company assets should be used for legitimate business purposes, although limited personal use may be permitted with supervisor approval when reasonable and appropriate.

 

7.       Compliance with Laws

 

SPI strives to be a good corporate citizen and comply with all applicable laws, rules, regulations and ordinances.  You must also comply with all laws, rules, regulations and ordinances affecting the Company, including insider trading laws.  Insider trading can subject you and SPI to fines and imprisonment. 

 

 

 

 

 

 

 

8.       Reporting   

 

If you have any questions about a potential violation of this Code, contact your Manager, Human Resources, or the President. 

 

You should report any violations of this Code to the Plant Manager, Human Resources, or the President or, if you wish to make an anonymous submission, you may call the Company’s Hotline at 519-948-1888 ext. 28, or email (with the subject line “Ethics Issue”) to spi@stratusplastics.com.  Confidentiality will be maintained to the fullest extent possible.

 

SPI will promptly investigate any reported matter and will take appropriate corrective and/or disciplinary action, up to and including termination, and, if warranted, initiate legal proceedings.  SPI will not allow retaliation for any information or reported violations of this Code provided in good faith.  SPI expects full cooperation in any investigation of reported matters.

 

9.       Waivers

 

Any waivers of this Code for any owner(s) of SPI may be made only by the Company’s Board of Directors.  Any such waiver will be promptly made available to the Company’s shareholders or by such other means as required by law.

 

A copy of this Code may be found on the Company’s intranet and website: https://www.stratusplastics.com/

 

10.     Acknowledgement

 

All team members of SPI, including independent contractors, must sign an acknowledgement confirming receipt and compliance with this Code.