EXHIBIT 6
Code of Ethics
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ROYAL GROUP Version: 1 Effective Date: Page 1 of 4
TECHNOLOGIES OCTOBER 1, 2003
LIMITED
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Title:
RGTL CODE OF ETHICS FOR OUR PRINCIPAL EXECUTIVE
POLICY OFFICERS AND SENIOR FINANCIAL OFFICERS
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1. PURPOSE AND SCOPE
1.1 Purpose. The purpose of this Code of Ethics to establish minimum
guidelines of business conduct required of Royal Group Technologies
Limited's ("Royal") Principal Officers (as defined below) in the
conduct of Royal's business. The Principal Officers bear a special
responsibility for promoting transparency, integrity and honesty
throughout Royal and ensuring that Royal's disclosure in the reports
that it files or submits to the Canadian Securities Administrators
("CSA") and/or the U.S. Securities and Exchange Commission ("SEC") is
full, fair, accurate, timely and understandable.
1.2 Scope. This Code of Ethics is applicable to the Royal's chief executive
officer, president, chief financial officer, controller or principal
accounting officer, or any person performing similar functions (which
are referred to in this Code of Ethics as "Principal Officers").
References in this Code of Ethics to Royal mean Royal Group
Technologies Limited or any of its subsidiaries.
1.3 Changes or Waivers. In accordance with the rules of the SEC, any change
in or waiver of this Code will be disclosed in our annual report on
Form 40-F. A waiver of this Code of Ethics will only be granted by
Royal's Board of Directors or the Nomination and Corporate Governance
Committee of the Board. In addition, a copy of this Code will be filed
as an exhibit to Royal's annual report on Form 40-F or posted on
Royal's website (in which case, Royal must also disclose in its annual
report the internet address of its website and that it has posted the
Code in this manner) or an undertaking will be provided by Royal in its
annual report on Form 40-F to provide a copy without charge upon
request.
2. CONFLICTS OF INTEREST
2.1 A conflict of interest occurs when your personal interests interfere,
or appear to interfere, in any way, with the interests of Royal. A
conflict of interest can arise either when you have interests that may
make it difficult for you to perform your professional obligations
fully or when you otherwise take action for your direct or indirect
benefit or the direct or indirect benefit of a third party that is
inconsistent with the interests of Royal. Conflicts of interest also
arise when you, or a member of your family, receive improper personal
benefits as a result of your position at Royal. Loans to, or guarantees
of obligations of, any employees, officers, directors or any of their
family members are likely to pose conflicts of interest, as are
transactions of any kind between Royal and any other entity in which
you or any member of your family have a material interest.
2.2 As a Principal Officer, you are to avoid any investment, interest,
association or other relationship that interferes, might interfere, or
might appear to interfere, with your independent exercise of judgment
in the Company's best interest and otherwise with your professional
obligations to the Company.
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2.3 Any conflict of interest or potential conflict of interest must be
disclosed as soon as possible to the Chairman of the Nomination and
Corporate Governance Committee and to the General Counsel.
2.4 WHILE IT IS NOT FEASIBLE TO SPECIFY ALL THE ACTIVITIES THAT MAY GIVE
RISE TO A CONFLICT OF INTEREST, OR THE APPEARANCE OF ONE, THE FOLLOWING
ARE SOME RULES REGARDING SPECIFIC AREAS WHERE SUCH CONFLICT MIGHT
OCCUR. THESE RULES ARE NOT EXHAUSTIVE AND DO NOT LIMIT THE GENERALITY
OF THE CONFLICT OF INTEREST POLICY.
Personal Investments. Ownership by a Principal Officer (or a member of
his or her immediate family) of a financial or other beneficial
interest in any enterprise that does business with or is a competitor
of Royal is prohibited unless approved in writing by the Nomination and
Corporate Governance Committee.
Corporate Opportunities. Principal Officers are prohibited from (a)
taking for themselves personally opportunities that are properly within
the scope Royal's activities, (b) using corporate property, information
or position for personal gain, and (c) competing with Royal.
Business Affiliations. Except with the prior written approval of the
Nomination and Corporate Governance Committee, it is prohibited for any
Principal Officer to serve as a director, officer, consultant, employee
or in any other capacity in any enterprise (other than a subsidiary of
Royal) that: (a) is a competitor of Royal; or (b) conducts or seeks to
conduct business with Royal; or (c) directly interferes or has the
appearance of interfering with the performance of such person's duties
as a director, officer or employee.
3. DISCLOSURE
3.1 As you are aware, full, fair, accurate, timely and understandable
disclosure in the reports and other documents that Royal files with, or
submits to the CSA and to the SEC and in our other public
communications is critical for us to maintain our good reputation, to
comply with our obligations under the securities laws and to meet the
expectations of our shareholders and other members of the investment
community.
3.2 Compliance with the applicable generally accepted accounting principles
(GAAP) is required at all times. However, technical compliance with
GAAP may not be sufficient and, to the extent that technical compliance
with GAAP would render financial information that Royal reports
misleading, additional disclosure will be required.
3.3 Compliance with Royal's system of internal accounting controls is
required at all times, and no action designed to circumvent such
controls and procedures will be tolerated.
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3.4 Company records must be retained or properly disposed of in accordance
with established financial policies and applicable legal and regulatory
requirements.
4. FINANCIAL RECORDS
4.1 Principal Officers are responsible for establishing and managing our
financial reporting system to ensure that:
i. all business transactions are properly authorized.
ii. all records fairly and accurately reflect in reasonable detail
Royal's assets, liabilities, revenues and expenses.
iii. Royal's accounting records do not contain any false or
intentionally misleading entries.
iv. no transactions are intentionally misclassified as to
accounts, departments or accounting periods.
v. all transactions are supported by accurate documentation in
reasonable detail and recorded in the proper account and in
the proper accounting period.
vi. no information is concealed from the internal auditors, the
independent auditors, the Board of Directors and its
Committees.
5. COMPLIANCE WITH LAWS
5.1 Principal Officers are expected to comply with all applicable laws and
governmental rules and regulations, including insider trading laws. You
will be responsible for establishing and maintaining procedures to:
i. educate members of the Finance Department about applicable
laws and governmental rules and regulations;
ii. monitor compliance of the Finance Department with applicable
laws and governmental rules and regulations.
iii. identify any possible violations of applicable laws and
governmental rules and regulations and report to the
Nomination and Corporate Governance Committee and correct in a
timely and effective manner any violations of applicable laws
or governmental rules and regulations.
6. STANDARD OF CONDUCT
6.1 Principal Officers will promote the ethical and honest conduct in the
Finance Department and throughout Royal in accordance with Royal's
Employee Relations Policy. You will be responsible for establishing and
maintaining procedures that:
i. encourage and reward professional integrity;
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ii. eliminate any pressure or incentive to achieve specific
financial results by altering any records or other entries, or
willfully misapplying accounting policies or GAAP, or by
entering into transactions that are designed to circumvent
accounting controls or otherwise disguise the true nature of
the transaction; and
iii. encourage members of the Finance Department to report
deviations from accounting policies and practices.
7. COMPLIANCE WITH THIS CODE & ACCOUNTABILITY
7.1 Royal expects ethical behavior in all its business activities.
Principal Officers are encouraged to speak to the General Counsel at
any time if there is any doubt about the best course of action in a
particular situation.
7.2 Violations of this Code of Ethics for our Principal Executive Officers
and Senior Financial Officers, including failures to report potential
violations by others, will be viewed as a severe disciplinary matter
that may result in measures including termination of employment.
7.3 You are expected to report any violations of laws, rules and
regulations of this Code of Ethics promptly to the Chairman of the
Nomination and Corporate Governance Committee and to the General
Counsel.
7.4 It is against Royal policy to retaliate against an employee for good
faith reporting violations of this Code of Ethics.
7.5 Royal's Nomination and Corporate Governance Committee will be
responsible for monitoring compliance with this Code of Ethics. The
Nomination and Corporate Governance Committee will assess the adequacy
of the Code of Ethics periodically and recommend any changes to Royal's
Board of Directors.
ATTACHMENT: ACKNOWLEDGEMENT
ACKNOWLEDGEMENT
I hereby acknowledge that I have read and understand Royal Group Technologies
Limited's Code of Ethics for Our Principal Executive Officers and Senior
Financial Officers (the "Code of Ethics") and I agree that I will fully comply
with the policies and procedures contained therein. I understand my obligation
to observe the Code of Ethics, including my obligation to report promptly to the
Chairman of the Nomination and Corporate Governance Committee and to the General
Counsel if I have any questions or concerns regarding conduct prohibited by the
Code of Ethics or if I have reason to believe that any other employee is or has
engaged in conduct prohibited by the Code of Ethics or that any other person or
firm representing Royal Group Technologies Limited is or has engaged in such
conduct. By my signature below, I agree that I will observe the Code of Ethics.
_______________________________________
Printed Name: _________________________
Company: ______________________________
Title/Position: _______________________
Date: _________________________________
THIS FORM, WHEN COMPLETED, SHOULD BE DELIVERED TO ROYAL GROUP
TECHNOLOGIES LIMITED'S GENERAL COUNSEL