Code of Conduct
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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