CLEAR LAM PACKAGING, INC. and SUBSIDIARIES CODE OF CONDUCT

 

REASON FOR THE CODE OF CONDUCT:

Our Code of Conduct (the Code) is a tool to assist all employees of Clear Lam Packaging, Inc. and its Subsidiaries (Clear Lam or the Company) to successfully meet the Company’s high ethical standards – and their own. The Code sets forth the standards of conduct that all Clear Lam employees must follow when conducting business. The Code goes well beyond legal minimums by describing the high ethical values we share as Clear Lam employees. The Code is not intended to be a contract or a comprehensive manual that covers every situation that may occur. It is a guide that highlights key issues and identifies policies, practices, and resources to help Clear Lam employees reach decisions that will make Clear Lam a stronger and more ethical organization.

This Code of Ethics is also intended to create and maintain an atmosphere and culture of honesty, integrity and high ethical and legal standards in all of our business dealings. Furthermore, all employees should endeavor to conduct business with only those other parties who conduct business in accordance with the spirit of the ethical standards set forth in this Code.

 

FRAUD AND THEFT:

It is every employee’s duty to ensure that the financial information and non-financial information that the Company provides to its Shareholders, Banks and Financial Institutions is accurate and timely. You must not engage in a fraudulent activity that would be inconsistent with this financial disclosure requirement. Moreover, it is every employee’s duty to report any such fraudulent activity that he or she is aware of in a timely manner. Clear Lam has implemented a system whereby an employee with such knowledge of fraud can communicate this information anonymously and directly to the CEO or the Board of Directors of Clear Lam. Information regarding the access to this anonymous reporting system can be found on our website at www.clearlam.com (under Corporate Governance) or your Human Resources Department.

Theft of goods and services from Clear Lam or any other party associated with Clear Lam, such as vendors and customers, and fraudulent and deceptive business dealings are strictly prohibited.

 

COMMUNICATION TO THE COMPANY:

If you know or have genuine suspicions of any violation in work-related issues or breaches of this Code that are not related to an accounting and financial disclosure matter (see Fraud and Theft section), you must report it to the Human Resources Department or to the CEO, so that it can be investigated and appropriate actions can be taken.

If a concern is in relation to a violation or breach of this Code in which you believe that an employee in the Human Resources Department could be implicated, you should communicate this information to the Chief Financial Officer or the CEO.

Company policy prohibits the retaliation against any employee who brings a complaint in good faith and where it is reasonable to believe that a violation of this Code has occurred, even if there is an ultimate finding that no such violation has in fact occurred or that there is insufficient conclusive evidence to make such a finding.


COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS:

Clear Lam conducts business in accordance with all laws and regulations. Mere compliance with the law does not encompass our entire ethical responsibility; rather it defines the minimum essential performance of our responsibilities. Our commitment is much deeper and more encompassing.


RESPONSIBILITY TO CUSTOMERS AND CONSUMERS:

To maintain Clear Lam’s valuable reputation, compliance with our quality processes and requirements is essential. We will not damage our good name and ship products or deliver services that fail to meet Clear Lam’s high standards or any other legal standards pertaining to packaging products and equipment sold by Clear Lam and its Subsidiaries.

We will build long-term relationships with our customers by demonstrating honesty and integrity. All marketing, advertising and labeling will be accurate and truthful. Deliberately misleading messages, omissions of important facts, or false or unsubstantiated claims about competitors’ offerings or products are prohibited.


CONFLICTS OF INTEREST:

A conflict of interest may arise when you are influenced by considerations of gain or benefit to you, your relatives, or any other acquaintances with whom you are familiar, which may conflict with your obligation to serve Clear Lam’s best interest. A conflict of interest is generally any activity that is, or appears to be, opposed to the best business interests of Clear Lam. Conflicts of interest include but are not limited to the following examples:

  • Having a material financial interest in any other business entity where that interest might conflict with Clear Lam’s business interests.
  • Accepting valuable personal gifts of equipment, money, discounts, entertainment or favored treatment from any actual or potential Clear Lam customers, brokers, competitors, or vendors. You must not take or authorize or encourage the taking of bribes or kickbacks from contractors, consultants, vendors, suppliers, competitors or customers. Similarly, you and your members may not give valuable gifts or money to any such persons if the gifts are or even appear to be in exchange for a business favor.

All employees must be aware of potential conflicts of interest and situations that might appear to be a conflict of interest and avoid any conflicts at all times. If there is any question in your mind, it is imperative that you consult with your Human Resources Department.


GIFTS AND IMPROPER PAYMENTS:

Significant gifts of goods, services or other favors must not be solicited, offered, accepted or made. Small tokens and reasonable hospitality may be accepted provided they do not place you under any obligation and will not be misconstrued. Any gift or offer of hospitality of more than a token value must be reported to your supervising manager to determine if it may be accepted. You and your family must not accept anything that could damage Clear Lam’s reputation. Payments of money in any amount must never be paid or received unless it is lawful, ethical and in the ordinary course of business. Bribes and kickbacks must never be paid or received.

This does not prevent employees from receiving or giving reasonable business-related products, marketing materials, or entertainment if done in the ordinary course of business.


APPROPRIATE USE OF ELECTRONIC AND OTHER COMPANY RESOURCES:

All electronic and other resources of the Company are intended for the purpose of carrying out the business objectives of the Company. These resources include, but are not limited to, office equipment, telephone, mail services, vehicles, computers, supplies, inventories, employees, tools, intellectual property, any other assets and software.

You are required to use these resources in a responsible, legal and ethical manner. Incidental or occasional personal use of these resources is permitted as long as supervisory approval has been secured, such personal use does not interfere with the conduct of Clear Lam business and such use does not violate the spirit of this Code. Misapplication or waste of such resources is not permitted.

In carrying out your duties, the use of personal software or any other personal item is not permitted unless it has been specifically authorized. Furthermore, you may not use software in a manner that is inconsistent with the terms of the software’s license. Clear Lam specifically reserves the right to permit management to review the use of any electronic communications contained in the Company’s electronic resources, including but not limited to, computers, blackberries, PDA’s provided by the company. Accessing or transmitting offensive or crude materials while using the Company’s electronic resources is not permitted. Questions or concerns pertaining to use of electronic resources including any suspected violations or questionable conduct, should be directed to the Human Resources Department.


RETENTION OF RECORDS:

Various laws, regulations and rules require Clear Lam to retain many records, particularly its financial, tax, personnel, health and safety, environmental, patents, trademarks, contract and corporate records for various periods of time. Similarly, records relating to a pending litigation, patents and inventions, audit or government investigation may not be destroyed until the matter is closed. Furthermore, Clear Lam has internal document and record retention and destruction policies and procedures.

Destruction of records to avoid disclosure in a legal proceeding or investigation may constitute a criminal offense. You must strictly adhere to Clear Lam’s document retention and destruction policies and procedures in addition to the relevant laws pertaining to this matter. If you are unsure as to whether or not a document should be retained or destroyed, consult with the Human Resources Department or your Office Manager before proceeding.


RELATED PARTY TRANSACTIONS:

Clear Lam may have and does have purchasing relationships with businesses that are considered a Related Party. A Related Party is a customer, vendor or other party that a Clear Lam employee or family member thereof has a vested interest in. In order to insure that Related Party transactions are appropriate, Clear Lam employees, who intend on conducting business with a Related Party, are required to obtain approval from the CEO prior to conducting any such business. Clear Lam has a written policy for the approval of Related Party transactions, which can be obtained from the accounting department.


SAFE WORKING CONDITIONS:

Clear Lam is firmly committed to insuring the health, safety and welfare of its employees. Each employee plays a critical role in insuring the quality and safety of working conditions in each Clear Lam facility. In this regard, all aspects of our operations shall be conducted in strict compliance with all applicable health and safety laws and regulations, Clear Lam policies, and best practices pertaining to workplace safety.

All employees are expected to adopt a proactive and cooperative attitude towards the health and safety of all Clear Lam employees, customers, suppliers, and others working at or visiting Company property.


HARASSMENT:

Clear Lam is committed to providing employees with a workplace that is free from harassment based upon race, religion, color, ethnic or national origin, age, disability, gender, sexual orientation, marital status or any other factor prohibited by law. Apart from being unlawful, harassment is extremely disruptive and contrary to the Company’s best interests.


DISCRIMINATION:

Clear Lam is an equal opportunity employer and recognizes and encourages the uniqueness of individual contribution within its team environment. In all aspects of employment including recruitment, compensation and benefits, training, promotion, transfer, and termination, all employees are expected to treat individuals solely on the basis of their abilities to meet job requirements. Employees should do so without regard to factors such as race, religion, color, ethnic or national origin, age disability, gender, sexual orientation, marital status or any other factor prohibited by law. The Company will make reasonable job-related accommodations for any qualified employee with a disability when notified by the employee that an accommodation is needed.


DRUG AND ALCOHOL FREE WORKPLACE:

Clear Lam is committed to maintaining a work environment free from the adverse impact of employee drug and alcohol abuse. While you are conducting Company business, and you are on Company property or operating company equipment or vehicles, you are prohibited from distributing, using, possessing or being under the influence of: (i) medications that could affect your ability to safely perform your duties; (ii) alcohol; or (iii) any illegal drugs. Procedures have been established to maintain a fair and consistent system for dealing with any employee who is suspected of violating the Clear Lam Drug & Alcohol Policy. The implementation of these procedures will protect the privacy and rights of employees while insuring that all employees follow the guidelines of the Clear Lam Drug and Alcohol Policy.


RELATIONSHIPS WITH COMPETITORS:

Clear Lam is committed to conducting business in a lawful manner in a free enterprise market system. Consequently, when conducting Permitted Business with Competitors, you must not enter into agreements or arrangements with competitors to: (i) fix sales or purchase prices or other terms; (ii) divide or assign sales or purchasing territories; (iii) divide or assign customers or suppliers; or (iv) coordinate or rig bids or auctions. Permitted Business with Competitors shall be defined as: (i) purchasing from or selling to competitors in the ordinary course of the Company’s business (ii) working with competitors in trade association activities or in activities that promote the interests of the industry in which the Company operates as a whole (E.g., lobbying); or (iii) exchanging credit information pertaining to existing or potential customers.


CONFIDENTIALITY:

Employees may have access to confidential and proprietary information during the course of employment at Clear Lam. Confidential Information must never be shared with others outside Clear Lam without approval from a Senior Officer and the execution of a confidentiality agreement, and such information may never be disclosed for personal gain. Confidential Information is information or materials of a secret or proprietary nature that is related to the business of Clear Lam, which includes but is not limited to the following: trade secrets, formulas, processes, business plans/outlooks, sales/marketing programs, customer lists, pricing, brand formulations, significant legal action or strategy, new products, price changes, acquisitions, mergers, divestiture of brands, non-public financial information, designs, formulas, recipes, process know-how and/or changes in senior management. Information that you obtain while employed at Clear Lam regarding the career or personal information of other employees is to be held strictly in confidence.

This obligation of confidentiality applies to employees even after they leave Clear Lam as long as the information remains confidential and is not generally available to the public. The disclosure of Confidential Information can be harmful to Clear Lam and could be the basis for legal action against the company and/or the employee responsible for the disclosure. Clear lam also respects the rights of others regarding their confidential information. You must not accept, solicit or divulge confidential information from or about any third party including customers without the prior authorization of a Senior Officer.


SUMMARY:

The Clear Lam Packaging, Inc. Code of Conduct was designed to be an aid to Clear Lam employees to successfully navigate through a competitive business environment in an ethical and legal manner. As we grow as an organization, adhering to a Code of Conduct will help insure the future of Clear Lam and the many families of our employees. It is critical that all employees from executives to new hires consider their actions on a daily basis and perform appropriately. With any ethics issue it is important to remember that, if there is any doubt regarding the course of action you should take, consult with the Human Resources Department or a Senior Officer. It is every employee’s responsibility to create and maintain a culture and atmosphere of honesty, fair business dealings and high legal and ethical standards at Clear Lam.