LEADING WITH INTEGRITY : CODE OF CONDUCT Universal Global Compliance Program The Universal Global Compliance Program ensures we are conducting ourselves with integrity, in accor- dance with our compliance policies. Universal has established a Compliance page on its publicly available website, and it maintains the Compliance page in 15 languages. Please visit our Compliance page for more information about compliance:
www.universalcorp.com/compliance
Universal Compliance Hot Line The Universal Compliance Hot Line can be accessed from anywhere in the world. The complete global compliance phone list is reproduced at the back of this Code and is also accessible on Universal’s compli- ance website.
On-line: www.ethicspoint.com or www.universalcorp.com/compliance
The Compliance Hot Line is available 24 hours a day, 7 days a week. No one making a report to the Compliance Hot Line will be required to provide their name or other identifying information, and no caller ID or recording devices will be used.
Universal Compliance Committ ee Harvard B. Smith Chief Compliance Offi cer
W. Keith Brewer H. Michael Ligon Theodore C. Broome David C. Moore Candace C. Formacek Robert M. Peebles George C. Freeman, III Preston D. Wigner
You may contact any member of the Compliance Committ ee by calling +1 804 359 9311 (Richmond, Virginia USA) or by e-mailing the Chief Compliance Offi cer at [email protected]. Please note that e-mails to [email protected] are not anonymous.
Anti-Corruption Compliance Manual Universal does not pay bribes. We conduct ourselves at all times in accordance with all laws and Universal policies regarding corruption. Our Anti-Corruption Compliance Manual includes Universal’s anti-corruption policies, and can be found by visiting our Compliance page at www.universalcorp.com/compliance. Message to the employees, offi cers, and directors of the Universal Corporation family
Dear colleagues: The Universal Corporation family of companies has proudly been conducting business for over 100 years. During that time, our people all over the world have strived to build up our most important business asset—Integrity. Looking forward, we need to preserve this valuable asset. Conducting our business with integrity is essential to maintaining our status as the leader in our industry. We owe it to our customers, our communities, our shareholders, and each other. We each have a key role to play, and Universal is counting on you. Our Code of Conduct sets high ethical standards to guide us. Conducting business pursuant to high ethical standards is the right thing to do, and it is also good business. When it comes to ethics and integrity, we at Universal have three primary goals: 1) work with integrity; 2) conduct business with integrity; and 3) handle information and assets with integrity. When we achieve these goals, we make Universal the company it deserves to be.
Sincerely,
George C. Freeman, III Chairman, President, and Chief Executive Offi cer 02 Table of Contents
General Information 1 • Message ...... Pg. 01 1 • Who is Covered by This Code ...... Pg. 04 • Failure to Follow This Code ...... Pg. 04 • Non-Retaliation Policy ...... Pg. 04 • What to Do ...... Pg. 04 • Cooperation ...... Pg. 05 • Compliance Committ ee ...... Pg. 05 • Important Considerations...... Pg. 06
Working with Integrity • Freedom from Discrimination 22 and Harassment ...... Pg. 09 • Health, Safety, and the Environment ...... Pg. 09 • Social Responsibility ...... Pg. 10
Conducting Business with Integrity 3 • Competing with Others and Fair Dealing ...... Pg. 12 3 • No Bribery ...... Pg. 12 • Gifts and Entertainment ...... Pg. 13 • Trade Restrictions and Boycott s ...... Pg. 14
Handling Information and Assets 44 with Integrity • No Insider Trading ...... Pg. 17 • No Confl icts of Interest ...... Pg. 17 • Protecting Information and Assets ...... Pg. 18 • Reporting; Books and Records; Accounting Controls ...... Pg. 19
Appendix 55 • Toll-Free Number List ...... Pg. 21
03 No one making a report to the Compliance Hot Line will be required to provide their name or other identifying information, and no caller ID or recording devices will be used.
Who Is Covered By ness to help a group of people work versal policy. Universal will not together effectively and in accor- tolerate any retaliation against per- This Code dance with law and ethical business sons asking questions or making The Board of Directors of Universal practice. Universal expects each em- good faith reports of possible viola- Corporation adopted this Code of ployee to conduct himself or herself tions of this Code. Anyone who Conduct in order to promote ethical in a lawful and ethical manner. Any retaliates or attempts to retaliate will behavior, encourage compliance violation of this Code will result in an be disciplined. Any person who with ethical standards, facilitate the appropriate disciplinary action. De- believes he or she has been retaliated reporting of unethical and illegal pending on the severity or frequency against should immediately follow behavior, and address violations of of the disciplinary problems, a verbal the instructions in the “What to Do” certain ethical standards, Universal or written reprimand, suspension, dis- section of this Code. policies, and applicable law. While ciplinary probation, fi nancial penalty, it is true that everyone is required and/or termination of an employee’s What To Do to comply with the law, this Code relationship with Universal may be All employees, offi cers, and directors goes beyond that and sets a higher necessary. In addition, an employee’s must read and understand this Code standard for us to follow. This Code failure to adhere to this Code or and report any action or occurrence applies directly to all employees, other Universal policies and proce- that they believe or suspect violates offi cers, and directors in the Univer- dures may be taken into account in this Code. All employees, offi cers, sal family of companies. In addi- decisions regarding promotion and and directors must also recognize tion, joint venture partners, sales compensation, including incentive or and comply with the policies, rules, agents and certain third parties who performance-based compensation. and guidelines contained in it. represent those companies in front It is within Universal’s sole discretion of others are contractually bound to to select the appropriate disciplinary If you have questions about the follow this Code. Each employee, and/or remedial action to be taken. application of this Code, you are re- offi cer, and director is responsible sponsible for asking for the answers. for conducting himself or herself in Non-Retaliation Policy Universal is serious about the expec- compliance with this Code, other Each employee, offi cer, and director tations set out in this Code. A lack of Universal policies, and applicable has an obligation to report possible understanding of this Code will not local, state, and federal laws and violations of this Code so the conduct be an excuse for violating it. regulations. When used in this Code, can be considered and Universal can “Universal” means Universal Corpo- The “Suggested Steps to Take” box address the situation and take ration and its family of companies. on page 5 offers ways to ask ques- appropriate action. tions or to report a concern related to Failure To Follow No one in the Universal family will this Code. Use the approach you are This Code take any adverse action against any- most comfortable with given the cir- one for providing truthful information cumstances. If you contact someone There are reasonable rules of conduct relating to a violation of law or Uni- on the list and you think that person’s that must be followed in any busi- response is unclear or incomplete,
04 contact someone else on the list. promptly contact the relevant govern- with them. If you are contacted by Reports made under this policy can ment agency to discuss the matter, someone claiming to be a law en- be submitted anonymously if the em- and (d) politely excuse yourself. Gov- forcement or government offi cer, you ployee or reporter chooses to do so. ernment authorities may gain access should immediately contact someone to copies of documents pursuant to in Universal’s Legal Department. Finally, you can also contact the “dawn raids” if they can produce evi- In addition, you should also contact Universal Corporation Board of dence that they have been properly your company’s legal counsel. Directors (including the Lead Inde- authorized (showing you a search pendent Director) by following the warrant or court order, for example). Compliance Committ ee instructions on the Universal Internet In those instances, you may provide The Universal Corporation Board of site at www.universalcorp.com. them with copies of the documents Directors established a Compliance they are authorized to take, but there This Code may not answer all of Committee composed of senior man- should be no substantive discussions your questions. In addition, you may encounter a situation not addressed by this Code. In those situations, we strongly urge you to ask for help by Suggested Steps To Take using the resources listed above. Cooperation Talk to your supervisor or another supervisor; Universal’s policy is to cooperate fully Talk to a member of a Regional Compliance Team, or talk to and completely with law enforcement Universal’s Chief Compliance Offi cer or a member of the Richmond Compliance Committ ee by calling +1 804 359 9311 and government agencies. But there (Richmond, Virginia USA), or by e-mailing the Chief Compli- are times when it is appropriate to ance Offi cer at [email protected]; allow our legal counsel to coordinate our cooperation. If a person claiming Talk to someone in the Legal Department by calling +1 804 359 to be a law enforcement or govern- 9311 (Richmond, Virginia USA) or + 41 22 319 7188 (Geneva, ment offi cer contacts you at home Switz erland); or at work regarding any company in Talk to someone in the Human Resources Department by the Universal family, and that person calling +1 804 359 9311 (Richmond, Virginia USA); and/or is unable to show you anything that gives him or her the right to do so, Contact the Universal Compliance Hot Line anytime, 24 hours please (a) inform that person that you a day, 7 days a week. and the company wish to cooperate By Internet: www.ethicspoint.com with the government’s investigation, or www.universalcorp.com/Compliance (b) ask for the person’s business card or contact information, (c) state By Phone: Refer to instructions on inside cover or in the that you will have company counsel global phone listing on Universal’s compliance page.
05 agement in Richmond, Virginia USA changed policies and procedures as exception will not lead to a viola- and chaired by the Chief Compliance they are communicated. tion of law. Exceptions will only be Offi cer. The Compliance Committee granted by the Compliance Commit- helps the Board of Directors and Uni- Confl icts with Local Law: All tee or, when necessary, the Universal versal management oversee Univer- employees, offi cers and directors Corporation Board of Directors or a sal’s compliance policies, programs, must obey the law. If complying with Board committee, in accordance with and procedures. The Compliance this Code would violate your coun- all applicable laws and regulations. Committee reviews and evaluates try’s laws, you must follow your local For example, exemptions for Univer- Universal’s compliance programs, law and notify Universal’s Legal sal Corporation offi cers and directors oversees the management of its com- Department of the confl ict. If local may only be granted by the Board pliance program, considers signifi cant custom or policy confl icts with this of Directors or a Board committee, compliance risks and controls, and Code, Universal expects this Code to and they must be publicly disclosed. takes any other actions assigned by be followed, even if the price is loss the Board of Directors. Universal has of business for Universal. Changes: This Code is subject to also established Regional Compli- review at any time, and it may be No Contract for Employment: Noth- ance Teams to support the Compli- revised from time to time. Universal ing in this Code constitutes a contract ance Committee and assist relevant will inform you of any revisions to this of employment with anyone, nor does regional or business unit personnel in Code when they occur. The most cur- it alter any existing employment terms addressing certain compliance ques- rent version of this Code will always or conditions with anyone. tions. You may refer any questions be available on the Universal Internet site at www.universalcorp.com/Com- concerning the Compliance Com- Third Parties: Under this Code and pliance, and is available free of charge mittee or compliance issues to any many applicable laws, if you or your in print by contacting the Chief Com- member of a Regional Compliance company retain a third party to act on pliance Offi cer, any member of the Team or the Compliance Committee, your behalf, that third party’s actions Compliance Committee, a member or you may contact the Chief Compli- are attributable to you just as if you of your Regional Compliance Team, ance Offi cer, by referring to the “What had taken the action yourself. Neither or from your own local management. to Do” section of this Code. The you nor your company may retain a members of the Compliance Com- third party to do things that are pro- mittee and the Regional Compliance hibited by law or this Code. Universal Teams are listed on the inside cover has distributed additional policies and of this Code. procedures with respect to hiring and monitoring the activities of third par- Important ties in Universal’s Anti-Corruption Considerations Compliance Manual and in related Standard Operating Procedures This Code is Not Exclusive: This issued by your own company or by Code does not contain every one of Universal. Those policies and proce- Universal’s policies, nor does it cover dures must also be followed. If you all the details of the policies or the are in doubt about your responsibility specifi c procedures related to the for your third parties, contact a mem- topics described. Your own company ber of the Compliance Committee, may also have policies and proce- your Regional Compliance Team, or dures in addition to those of Univer- the Legal Department. sal. Universal or your own company will likely create new policies and Exceptions: In certain limited circum- procedures, or change existing stances, the Compliance Committee policies and procedures, over time. may consider requests for excep- All employees, offi cers and directors tions to the application of this Code. are expected to understand the In those instances, the Compliance policies and procedures distributed to Committee may require additional them and to comply with any new or controls in order to ensure a granted
06 Each employee, offi cer, and director has an obligation to report possible violations of this Code so the conduct can be considered and Universal can address the situation and take appropriate action.
07 Working with Integrity
Freedom from Discrimination and Harassment Health, Safety, and the Environment Social Responsibility
At Universal, we are committ ed to our fellow employees and the communities in which we work. Inside our offi ces and facilities, we ensure that our people have safe and respectful working environments, free from discrimination and harassment. Outside our locations, we care about the communities that support us, and we strive to be good stewards and socially responsible. Safety and protecting the environment are more important than operational effi ciency or expediency. Our dedication to our people and our communities makes us a stronger company, and serves as the backbone to working with integrity.
08 Working with Integrity Our dedication to our people and our communities makes us a stronger company
Freedom from Discrimi- Health, Safety, and is of chief importance to Universal. Universal’s policy is that every em- nation and Harassment the Environment ployee, offi cer, and director has Universal is committed to a work- The personal health and safety of responsibility for creating and main- place free from discrimination and each member of the Universal family taining a safe and healthy work envi- harassment. We do not discriminate or allow discrimination based on personal characteristics such as race, What is Harassment? color, gender, religion, national origin, age, disability, or veteran status. All personnel actions, including hiring, Q A co-worker in the offi ce next to mine often views inappropri- benefi ts, transfers, compensation, ate Internet sites during the day and I occasionally see it when I walk in his offi ce to talk to him about work. It makes me very and layoffs must be administered uncomfortable, but is that harassment? without such discrimination. Employ- ees, offi cers, and directors should A Yes, viewing inappropriate materials in the offi ce can be expect that they will be judged on the harassment and is clearly off ensive to colleagues and against basis of their skills, abilities, and our computer use policy. Harassment can take many forms. performance—not on the basis of Here are some examples of what Universal considers harassment: personal characteristics. Making unwelcome comments about a person’s clothing, Furthermore, all Universal employees, body, or personal life offi cers, and directors are entitled to be treated with dignity and respect. Off ensive or abusive physical contact Universal’s policy is to provide our people with a workplace free from Use of off ensive nicknames or terms of endearment harassment, intimidation, or coercion Off ensive jokes or unwelcome innuendoes related to sex, race, color, religion, gender, national origin, age, disability, Any suggestion that sexual activities, race, color, religion, or veteran status. We do not tolerate gender, national origin, age, disability, or veteran status would such behavior because it is inconsis- aff ect one’s job, promotion, performance evaluation, or work- tent with our philosophy of mutual ing conditions respect for all our people. Displaying off ensive objects or pictures
We require that all of our employees, Inappropriate use of the Internet, including off ensive e-mails, offi cers, and directors understand jokes, and e-mail discussions and practice our objective of zero tolerance for harassment or discrimi- Conduct that creates an intimidating or hostile environment nation. If you have questions about whether someone’s actions could be harassment, please contact a member of Universal’s Legal Depart- ment for guidance.
09 Working with Integrity ronment. All Universal family mem- Social Responsibility bers must comply fully with appli- Universal is fi rmly committed to a cable federal, state, and local health policy of social responsibility in all and safety laws and regulations. Each areas in which we operate. We strive employee, offi cer, and director is to demonstrate good corporate expected to perform his or her duties citizenship by ensuring that we have in accordance with Universal’s policy effective environmental and job- by, among other things, following related health and safety programs safety and health rules and practices throughout our operations. We sup- and reporting accidents, injuries, and port the saving and restoring of unsafe equipment, practices, or con- natural resources. We advise tobacco ditions. Safety standards may never farmers throughout the world on be disregarded or avoided. This good agronomy practices, which may requires heightened awareness in our include recommendations on soil manufacturing facilities. In addition, conservation, planting trees, tobacco a safe and healthy work environment variety selection, fertilizer application, means a workplace free from vio- and pesticide use, in an effort to im- lence. Threats of violence or intimida- prove farmer effi ciency and conser- tion will not be tolerated. vation of natural resources. We invest Environmental compliance is a cor- and strive to create jobs in those nerstone to being and remaining a areas of the world in which we oper- responsible corporate citizen. Numer- ate. We continue our efforts to employ ous environmental laws and regula- a diverse work force at all levels of tions have been enacted around the our organization. We do not employ world regarding the protection of the child labor in violation of any local environment by eliminating, reducing, laws or contrary to respectable and or restricting the discharge or release accepted employment practices and of contaminants or pollutants into the we encourage tobacco producers to air, water, and soil. It is Universal’s do the same in the countries in which policy to comply with all environmen- we operate. We are absolutely com- tal laws. These laws and regulations mitted to the strict compliance of all are complex and involve licensing, our personnel with applicable laws permitting, reporting, and record- and strict accountability of such per- keeping requirements, to mention just sons for compliance with this Code. a few considerations. Environmental professionals are available within the Universal family and should be consulted whenever an employee has Health and Safety a question or concern about environ- mental compliance. All employees, Q I am in Accounting, and my offi ce is located next to one of our offi cers, and directors must exercise processing facilities. While walking to my car, I noticed one of sound judgment with regard to the the pieces of equipment was missing its bright orange safety environmental aspects of our use guard but the equipment was running full speed. Am I re- of buildings and real estate, equip- quired to tell anyone about it? ment, processes, and products. Each employee, offi cer, and director A Yes, you are responsible for bringing this issue to someone’s is charged with ensuring that his or att ention. We are all responsible for maintaining a safe working her activities and those of their fellow environment, and we each are responsible for reporting unsafe workers are environmentally sound conditions when we see them. In this case, you should notify and comply with this policy. the facility’s supervisor of the issue so he or she can correct it.
10 Conducting Business with Integrity
Competing with Others and Fair Dealing No Bribery Gifts and Entertainment Trade Restrictions and Boycotts
At Universal, we proudly stand behind the quality of the products and services we provide to our customers. With those products and services, comes our pledge to conduct our business with fairness and honesty. We must act with integrity when dealing with our customers, our competition, and any other third parties, including regulators and other government representatives of the countries in which we operate. We do not conduct business by means of unfair competition, corruption, or other unlawful or unethical acts. Success in business requires that we conduct our business with integrity.
11 Conducting Business with Integrity Success in business requires that we conduct our business with integrity Competing with Others and Fair Dealing Competition In almost every place we do busi- ness, local competition laws exist Q My friend works for one of our competitors. She called me to which establish what is allowed or ask about an upcoming tender for tobacco with a customer not allowed with respect to competi- that we both supply. She suggested that we discuss our bid tion. These laws are often confusing pricing so we would avoid hurting each other’s market share and sometimes they confl ict with the with the customer. Is it okay for me to talk to her about this? laws of another location in which we do business. A It is never okay to discuss proposed pricing with a competitor. Prices should be set independently—without knowledge of Because the competition laws around anyone else’s prices. In this situation, you should make no the world can be diffi cult to under- further contact with the competitor’s employee. Instead, you stand, Universal’s policy in this area should contact Universal’s Legal Department immediately. is simple: we compete fairly and hon- estly at all times. This means we obey all applicable competition laws, and in many cases we go beyond what that is designed to exclude competi- dealing practice. Instead, we must al- the law requires. tors, eliminate a particular competitor, ways follow the principles of honesty or control prices in a market. We will and frankness in performing our jobs. We proudly stand behind our pro- not engage in such activity, and we ducts and services, and we offer will not help anyone else engage in No Bribery them to our customers knowing such activity. At Universal, we have a simple rule: that we compete fairly and honestly. At Universal, we treat everyone with We do not pay bribes. Competing fairly and honestly whom we do business honestly and Universal considers a “bribe” to be means we compete vigorously and fairly and in a manner that respects anything that has a value and is of- independently at all times and in ev- his or her independence. This does fered, promised, or given to infl uence ery lawful way. We avoid agreements not apply only to customers; it ap- a decision to do business with Uni- or arrangements with our competi- plies to everyone with whom we do versal. This includes obtaining new tion that have not been pre-cleared business. Each employee, offi cer, business, retaining existing business, by Universal’s Legal Department. and director must try to deal honestly or gaining any other improper advan- In no event may we have any agree- and fairly with Universal’s custom- tage. At Universal, we do not allow ment or understanding with a com- ers, suppliers, competitors, and the payment of bribes to anyone. petitor regarding pricing, customers, other third parties with whom we do Universal’s employees, offi cers, markets, terms of sale, the provi- business. Each employee, offi cer, and directors, and any third parties sion of services, or any other area and director is prohibited from taking acting on our behalf, are strictly that is sensitive or signifi cant unfair advantage of anyone through forbidden from providing anyone for competition. manipulation, concealment, misuse with anything that can be consid- In addition, competing fairly and of privileged information, lies related ered a bribe. honestly means we avoid conduct to material facts, or any other unfair
12 Conducting Business with Integrity
Such actions are not only against tity on your behalf, you must provide agreement or understanding to take Universal policy, but they may also them with a copy of this Code and or not take any particular governmen- raise serious liability for individuals let them know they are required to tal action on behalf of Universal. This and companies in the Universal family comply with this Code in connection same caution must be exercised under the U.S. Foreign Corrupt with their performance of services when considering contributions for Practices Act (FCPA) and similar laws for you or your company. You are lia- charities, communities, or social of other countries. Violations of these ble under this Code and under certain responsibility projects when someone anti-bribery laws can lead to impris- applicable laws if a third party offers associated with that activity is also onment, signifi cant fi nes, and other or pays a bribe, in some cases even associated with the government. Due penalties. Every country in which we if you did not actually know about or to the associated risks, such contri- are located or in which our customers authorize that bribe. To address this butions must be approved in accor- are located has laws against bribery. signifi cant legal risk, Universal poli- dance with the processes set out in Local business practices that cies in Universal’s Anti-Corruption Universal’s Anti-Corruption Compli- ignore or even condone bribery are Compliance Manual require due ance Manual. irrelevant; all covered personnel must diligence, contractual safeguards, follow the policies and procedures and monitoring tools for certain Gifts and Entertainment set out in this Code and in Universal’s third parties. At Universal, we sometimes ex- Anti-Corruption Compliance Man- You may have questions about change business courtesies such as ual (which is available on Universal’s whether you can support your local meals, entertainment, gifts, and other website: www.universalcorp.com/ politicians. Universal does not items with our customers, suppliers, Compliance). discourage individual employees, and others with whom we do busi- Bribes take many forms—not just offi cers, or directors from participat- ness in order to build a stronger busi- cash. This policy prohibits you from ing in the political process in their ness relationship through fostering offering, promising, or giving anything own right, including the making of goodwill. There are times, however, of value (gifts, entertainment, travel voluntary contributions to candidates when such business courtesies are expenses, unduly favorable busi- or parties of their choosing. But not appropriate. This Code and the ness arrangements, etc.) as a bribe outside of the United States Universal “Gifts, Travel and Hospitality” policy to anyone. companies may not make political contained in the Anti-Corruption contributions, and you must ensure Compliance Manual provide guide- If you or your company retain a third that your own political contributions lines and procedures to ensure our party to interact with the government are never conditioned upon any business courtesies are always ap- or with a government-controlled en- propriate.
It is never appropriate to give or Bribery accept a business courtesy unless: • It would be consistent with good business practices; Q I am working with a potential new sales agent. The sales agent is requesting a 15% commission for assisting with a sale to a • It is for the purpose of promoting government-owned cigarett e manufacturer. The usual com- goodwill, rather than to create mission rate in that part of the world is 2% to 5%. In addition, or respond to a specifi c business the sales agent is asking for half of the commission to be paid decision; in advance. Is this okay? • It is not a bribe and it does not A You should seek advice from Universal’s Legal Department create the appearance of being before agreeing to the commission, and you must follow improper; the procedures in the Anti-Corruption Compliance Manual. • It is of reasonable and appropriate There are a number of problems with what the agent is value and is customary, as deter- requesting, and those problems could mean the agent is using mined by applicable local laws and some of the commission to pay bribes to secure business. reasonable local practice; Unless there is a legitimate business reason for the unusually high commission rate and the advance payment of com- • It is not intended to create an missions, this transaction is not okay. obligation for the recipient to take
13 Conducting Business with Integrity
any action he or she would not with certain countries, entities, or • No U.S. systems or assets (fi nance, normally take; individuals. These laws and regula- computer servers, etc.) can be tions include U.S. trade restrictions, involved in transaction. • Public disclosure of the courtesy export controls, and anti-boycott would not be an embarrassment • No individual or company wherever laws, as well as trade restrictions and to Universal; and located can special order U.S. export controls enforced by other items for supply to these countries • It could not create a confl ict countries where Universal conducts without a special license. between a Universal employee’s business or by the United Nations. personal interests and the best Many members of the Universal fam- Restrictions Related to U.S. Items: interests of Universal. ily are subject to these restrictions North Korea, Syria In addition, there are certain prin- due to their involvement in transac- • Most U.S. items cannot be sup- ciples that apply without exception. tions connected with the U.S. or their plied; no supply of non-U.S. items with more than 10% U.S. content You must consider these principles affi liation with Universal. For example, by value. when considering giving or receiving using U.S. banks, routing paperwork through the U.S. for processing, or a business courtesy. It is never Partial Restrictions: Myanmar receiving help from a U.S. citizen permissible to: (Burma) located anywhere in the world may • Offer or accept a bribe; be suffi cient involvement for these • No importation of Burmese prod- restrictions to apply. ucts into U.S., and no U.S. person • Offer or accept cash or cash can export fi nancial services or equivalents; U.S. laws prohibit or restrict certain invest in Burma or non-Burmese • Participate in any business activity dealings with designated parties and companies deriving profi ts from that would violate the law; or entities controlled by or otherwise Burmese resources. associated with sanctioned countries • Ask for anything directly or indi- • No U.S. person facilitation of pro- rectly from organizations doing or parties engaged in sanctioned ac- hibited transactions. business or seeking to do busi- tivities, including terrorism, narcotics These laws are complex and change ness with Universal. traffi cking, and the manufacture and distribution of weapons. The follow- frequently, so it is important that you It is also important to recognize that ing summaries identify some of the contact Universal’s Legal Department dealing with government offi cials or restrictions in place with the countries prior to engaging in any trade or other government controlled entities raises currently sanctioned by the U.S. transaction with the foreign entities or additional conditions and restric- government: parties in the countries listed above. tions concerning giving or receiv- In addition to honoring the laws ing business courtesies. When you Full Restrictions: Cuba, Iran, Sudan concerning trade restrictions, the are dealing with people associated • Restrictions apply to U.S. compa- Universal family must also honor the with the government, what might be nies, their foreign branches, offi ces anti-boycott laws applicable to us. acceptable in a purely commercial and employees; U.S. citizens and setting may be unacceptable or even permanent residents regardless Universal Corporation is prohibited against the law. No business courte- of where located or by whom by U.S. law from taking certain ac- sies may be offered or given to any employed; and persons physically tions considered to be supportive of government offi cial or government in U.S. foreign boycotts that the U.S. does controlled entities or their employees, • Restrictions against Cuba also not honor, including the Arab boycott unless they are fi rst approved in ac- apply to non-U.S. entities owned of Israel. Prohibited actions include cordance with the applicable policies or controlled by a U.S. company supplying negative or “blacklist” certi- and procedures set out in the Anti- or by U.S. citizens or permanent fi cations in connection with export Corruption Compliance Manual. residents. transactions, letters of credit or ship- • No direct or indirect trade/tran- ping arrangements, furnishing certain Trade Restrictions sactions with country, government information about business relation- and Boycott s or nationals. ships and associations in response to questionnaires or otherwise, As a worldwide leader in our industry, • No assistance with trade/tran- and refusing to do business with a we must honor the laws and regula- sactions by anyone to whom boycotted country or blacklisted fi rm. tions that restrict or prohibit business restrictions apply.
14 Conducting Business with Integrity
These prohibitions apply to members family (whether or not there is U.S. Departments, which are to be con- of the Universal family when their involvement) agrees to participate or tacted immediately should there transactions have any U.S. involve- cooperate in an international boycott. be any question involving this com- ment. United States tax penalties also Detailed instructions for compliance plex subject. may be imposed against Universal with these anti-boycott laws are Corporation if anyone in the Universal provided by Universal’s Legal and Tax
Universal’s employees, offi cers, and directors, and any third parties acting on our behalf, are strictly forbidden from providing anyone with anything that can be considered a bribe.
15 Handling Information and Assets with Integrity
No Insider Trading No Confl icts of Interest Protecting Information and Assets Reporting; Books and Records; Accounting Controls
Many people rely on us to be good stewards of our information and assets. Our shareholders, employees, customers, and suppliers are just a few of the people who trust that we are using Universal’s assets and information for the benefi t of Universal and not ourselves. Universal assets and information should be used for legitimate business purposes—the use of assets and information for personal gain, to compete with Universal, or for any other unethical purpose is strictly forbidden. Handling information and assets with integrity earns the trust of those who rely on us, and in turn makes us a stronger company.
16 Handling Information and Assets with Integrity Universal assets and information should be used for legitimate business purposes
No Insider Trading that third party that is not available Universal. Confl icts can arise in many to the public. At Universal, we treat different situations, and sometimes We very often know information about sensitive information we receive from they may develop accidentally or our business that others outside customers, suppliers, and other busi- unexpectedly. the Universal family do not. We are ness associates as carefully as we entrusted with that business informa- treat our own information. A confl ict situation can arise when tion, and we may not take advantage an individual takes actions or has of our special knowledge for our per- No Confl icts of Interest interests that may make it diffi cult to sonal gain or allow others’ personal perform his or her work objectively At Universal, we must protect the gain. Universal policy prohibits the and effi ciently. For example, the “Gifts integrity of our business decisions purchase or sale of Universal securi- and Entertainment” section of this by making them solely based on the ties by anyone, including employees, Code outlines potential confl icts best interests of Universal and not offi cers, and directors, when they are with respect to giving and receiv- for personal interests. A “confl ict of aware of material information that is ing business courtesies. Confl icts of interest” occurs when an individual’s not available to the public. “Mate- interest also arise when an individual, personal interests interfere, or appear rial information” is information that or a member of his or her family, to interfere, with the interests of reasonable people would think is receives improper personal benefi ts important in deciding whether to buy, sell, or hold Universal securities, or that could have a substantial impact on the market price of the securities. Insider Trading This not only means that you may not buy or sell Universal securities, but Q One of the customers with whom I work is a publicly traded you may not give information to any- company whose shares are listed on the New York Stock one else so they could buy or sell Uni- Exchange. I want to buy some of their stock because I think their versal securities. Engaging in this kind stock is a good value at today’s price. I work closely with them of activity not only violates Universal because I supply them with tobacco for one of their key locations. policy but it is illegal, and Universal Because of my contacts with the customer, I have learned that will deal with it decisively. You should their Board of Directors just approved a signifi cant capital call someone in Universal’s Legal expenditure in order to expand their operations in a key Department if you have any question location. What should I do? about whether information is publicly A Based on this information, you may not purchase their stock. available or whether it is material. The information you have would be considered important to the investing public, but it is not yet known by the public. This policy also extends to informa- Until that information is made known to the public, it is tion about our customers or suppli- not appropriate for you to buy their stock. You should also ers. It is inappropriate to purchase or consider the “No Confl icts of Interest” section of this Code sell a third party’s securities if you are before purchasing stock of any customers due to the poten- aware of material information about tial confl ict that could arise.
17 Handling Information and Assets with Integrity as a result of his or her, or his or her For more information about confl icts with whom we conduct business. family member’s, position in Univer- of interest, please refer to Universal’s This information is often confi dential sal, or when he or she makes use of Statement of Policy regarding to them, and is given to us in order to corporate or business opportunities Confl icts of Interest. conduct our business. Some custom- obtained through the use of Universal ers provide us infor- mation subject to property, information, or positions Protecting Information confi dentiality agreements. It is Uni- without obtaining appropriate ap- and Assets versal’s policy that all such confi den- proval. Confl icts may also arise when tial information shall be distributed All employees, offi cers, and directors an individual is involved in personal within Universal on a strict “need-to- must protect Universal’s assets business interests that detract from know” basis. No employee, offi cer, or and ensure their effi cient use. Theft, or confl ict with his or her job or other director shall be permitted to disclose carelessness, and waste directly interests at Universal. It is important to such information on a selective basis, impact our profi tability and violate the avoid confl icts, and even to avoid the including disclosure to co-workers, trust others have put in us. Universal’s appearance of a confl ict of interest. friends, relatives, or acquaintances, assets must be used for legitimate or to use such information to his business purposes at all times. Universal expects loyalty from its or her advantage or for the benefi t employees, offi cers, and directors, In addition, we often work with infor- of others. Under no circumstances and that such loyalty is free of any mation that is confi dential or pro- should Universal employees, of- confl icts of interest. Each employee, prietary to Universal. Some of this fi cers, or directors improperly obtain offi cer, director, or member of his information comes from Universal’s or disclose trade secrets and other or her immediate family is expected own activities, including research confi dential information—whether it to avoid any investment or involve- projects, operational improvements, is provided by Universal or any of our ment that might in any way affect and general business processes and third party associates. Instead, con- the employee’s, offi cer’s, or director’s communications. Other types of infor- fi dential information should be physi- actions on behalf of Universal’s mation may come from our custom- cally secured and protected from best interests. ers, suppliers, or other third parties disclosure. This policy applies to paper documents as well as electronically stored or transmitted information.
Confl icts of Interest Universal’s business involves the furnishing of products and services that are of prime importance to Q I would like to purchase stock of one of Universal’s customers. our customers. The information The customer lists its securities on the New York Stock provided by customers is essential Exchange. As a salesperson, I sell tobacco to this customer, for Universal to provide the right among others. Assuming I do not have any important infor- product or service to them. Under mation about the customer that is not available to the public, is no circumstances should Universal it okay for me to buy their stock? employees, offi cers, or directors A In this case, you have avoided the issues raised in the “No improperly obtain, use, or disclose Insider Trading” section of this Code. But now you may have trade secrets or confi dential infor- another issue. The potential purchase of stock could raise a mation of others. Our business confl ict issue depending on the facts involved in your situation, associates provide us confi dential including the amount of stock you would like to buy. If, for information because they trust us, example, you are planning to buy a lot of their stock, it could and we must constantly protect the raise the appearance of a confl ict because it raises the possibility trust we have earned. that you might give preferential treatment to the customer you invested in over the other customers you serve. Even if you Universal’s policies with respect sell tobacco with a pure intent, there could be the appearance to confi dential information also apply that your personal fi nancial interests are guiding the decisions to former employees, offi cers, and you make in your job. Before making a large investment in directors. While it is important that the customer’s stock, you should consult Universal’s Legal Department for advice. those people working for Universal
18 Handling Information and Assets with Integrity follow these policies, when people accurately, fairly, and in reasonable public accounting fi rm for the leave the Universal family they are detail, the transactions and disposi- purpose of making our fi nancial expected to honor their commitments tions of Universal’s assets. In addi- statements misleading. to Universal and avoid disclosing or tion, Universal requires the creation The public puts their trust in Univer- misusing the confi dential information and maintenance of a system of inter- sal and accepts the fairness and they obtained at Universal. Like nal accounting controls for the accuracy of the information we pro- Universal’s physical assets, the con- Universal family suffi cient to provide vide them. These policies help us fi dential information obtained at reasonable assurance that: earn and maintain the public’s trust. Universal is valuable to Universal and • Transactions are executed in must be treated as such. accordance with management’s Finally, all Universal employees, general or specifi c authorization; offi cers, and directors must obey all • Transactions are recorded as applicable laws and Universal policies necessary to permit preparation with respect to retaining and dispos- of fi nancial statements in confor- ing of records and other information. mity with generally accepted Some laws and Universal policies accounting principles or any other require that companies keep records criteria applicable to such state- for a certain period of time. It is ments and to maintain accountabil- important that you keep records ity for assets; and other information for the period • Access to assets is permitted only required, and when you consider in accordance with management’s disposing of such information you general or specifi c authorization; confi rm that such disposal would not and violate the applicable laws and pol- • Recorded accountability for assets icies. If you have any question about is compared with the existing the laws and policies that apply to assets at reasonable intervals and records and other information, con- appropriate action is taken with tact the Universal Legal Department. respect to any differences. Reporting; Books and Universal also strongly maintains the Records; Accounting following prohibitions: Controls • No false, artifi cial, or fi ctitious entries shall be made on the books Universal Corporation requires or records of any company or information from all members of the business in the Universal family for Universal family in order to prepare any reason. fi lings and publications for govern- ment agencies, our shareholders, • No payment on behalf of Universal shall be made or approved with the and the investing public. Universal understanding that it will or might requires that full, fair, accurate, timely, be used for something other than and understandable disclosure be the stated purpose. made with respect to reports and documents fi led with, or submitted • No undisclosed or unrecorded fund, to, the Securities and Exchange account, or asset of any Universal Commission and other regulators, family member may be maintained and in other public communications or established for any purpose. made by Universal. Universal also • No action may be taken, either requires the companies in the Uni- directly or indirectly, to fraudulently versal family make and keep books, infl uence, force, manipulate, or records, and accounts that refl ect mislead our independent registered
19 At Universal, we strive to protect our most important business asset: integrity. You are an important part of our eff orts. You must read and understand this Code of Conduct. When you have questions, you need to get help. And when you see something wrong, you must speak up. It takes all of us to accomplish our goals, and we are counting on you.
20 Appendix: Toll-Free Number List By phone dial your country’s toll-free service num- If no toll-free service is provided in your country, ber. At the prompt, dial (866) 292 5224. There is no please dial the Compliance Hot Line in the United need to dial a “1” before this number. States of America directly at +1 866 292 5224.
All phone numbers listed below are current as of July 26, 2012. For the most up-to-date list, please visit the following link: htt ps://www.universalcorp.com/compliance.
AT&T Direct Dial Access® Paraguay (Asuncion City only) ...... 008-11-800 1. From an outside line dial the AT&T Direct Dial Philippines (PLDT) ...... 1010-5511-00 Access® for your location: Philippines (Globe, Philcom, Digitel, Smart) .105-11 Argentina (ALA Spanish) ...... 0 800 288 5288 Philippines (Tagalog Operator) ...... 105-12 Argentina (Argentina Telecom) ...... 0 800 555 4288 Poland ...... 0-0-800-111-1111 Argentina (Telefonica)...... 0-800-222-1288 Russia (St. Petersburg) ...... 363-2400 Bangladesh ...... 157-0011 Russia (Moscow) ...... 363-2400 Brazil ...... 0-800-888-8288 Russia...... 8^10-800-110-1011 Brazil ...... 0-800-890-0288 Russia...... 8^495-363-2400 Bulgaria ...... 00-800-0010 Russia...... 8^812-363-2400 China (Southern - Mandarin Operator) ...... 108-10 Singapore (StarHub)...... 800-001-0001 China (Southern) ...... 108-11 Singapore (SingTel) ...... 800-011-1111 China (Northern - Mandarin Operator) ...... 108-710 South Africa ...... 0-800-99-0123 China (Northern) ...... 108-888 Spain ...... 900-99-0011 Dominican Republic ...... 1-800-225-5288 Switz erland ...... 0-800-890011 Dominican Republic (Spanish Operator) ...... 11 22 Turkey ...... 0811-288-0001 Dominican Republic ...... 1-800-872-2881 Zimbabwe ...... 00-899 Germany...... 0-800-225-5288 Zimbabwe ...... 110-98990 Greece ...... 00-800-1311 2. At the prompt dial 866-292-5224. Guatemala ...... 999-9190 3. The call will be answered in English. To Hungary ...... 06-800-011-11 continue your call in another language: India ...... 000-117 1. Please state your language to request an Indonesia ...... 001-801-10 interpreter. Italy ...... 800-172-444 2. It may take 1–3 minutes to arrange for an Macedonia (F.Y.R)...... 0800-94288 interpreter. Mexico ...... 001-800-462-4240 3. During this time please do not hang up. Mexico (Spanish Operator) ...... 001-800-658-5454 Mexico ...... 01-800-288-2872 Mexico (Por Cobrar) ...... 01-800-112-2020 Netherlands ...... 0800-022-9111 Nicaragua (Spanish Operator) ...... 1-800-0164 Nicaragua ...... 1-800-0174
21 Reverse Charge Calls / Collect Calls If your country is not listed, please visit 1. From an outside line contact your local www.universalcorp.com/compliance for additional operator. international telephone access codes. 2. Request a reverse charge or collect call to be placed to the United States, to the number below. Malawi ...... 503-748-0657 Mozambique ...... 503-748-0657 Tanzania ...... 503-748-0657 Zambia ...... 503-748-0657 3. When the operator asks who is placing the call, give your company name. Do not give your name. 4. All reverse charge or collect calls, will be accepted by the EthicsPoint Contact Center.
Direct Dial From an outside line dial direct for your location: United States ...... 1-866-292-5224 1. Primary language: English.
22 Regional Compliance Teams
Africa Asia Dark Air Cured Regional Regional Regional Compliance Team Compliance Team Compliance Team
Peter Bourne Raul Alcid Andrew Beal Fabio Fedetto Paul Beevor Jens Böhning Charlie Graham Andy Cuthbertson Fritz Bossert Wayne Kluckow Rodney Miriyoga Matthias Glissmann Neil Marlborough Wayne Steyn Tom Stephenson Gary Taylor Winston Uy Tom Walsh Hans Windeler
Europe Socotab South America North America Regional Regional Regional Regional Compliance Team Compliance Team Compliance Team Compliance Team
Orlando Astuti Maria Angelova Airton Hentschke Robert Covington Enrique Del Campo Richard Lopez Aurelio Lessing Clay Frazier Domenico Cardinali Nicolas Metais Julio Mantovani Mike Haymore Giorgio Marchetti Sandra Preston Valmor Thesing Roland Kooper Jonathan Wertheimer Eduardo Trebien Ron Taylor Hugh Trustham
Universal is proud of its commitment to compliance and integrity. Please visit the Compliance page on our corporate website for more information about the Universal Global Compliance Program: www.universalcorp.com/compliance P.O. Box 25099 Richmond, Virginia 23260 USA www. universalcorp.com
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