EXHIBIT 14
THE J. M. SMUCKER COMPANY
POLICY ON ETHICS AND CONDUCT
Ethics is one of our Company's Basic Beliefs and, as a Basic Belief, it
is fundamental to our business. Ethical conduct is vital to ensure successful,
sustained business relationships.
Ethical conduct, however, involves more than simply obeying a set of
rules. It means being "ethically fit" in the sense of being ready and able to
make the ethical choice in a situation where there is no established rule and
where none of the apparent choices are clearly right or wrong.
The following policy statement attempts to detail specifics concerning
the manner in which employees of the Company and its subsidiaries are expected
to conduct themselves. In reading the policy, though, you should recognize that
it cannot and does not cover every possible situation. Rather, it imposes on
each employee the responsibility for making ethical choices. In many cases,
those choices can be guided by a business variation on the Golden Rule - we
should conduct ourselves at all times in a manner that is above criticism and
that is consistent with what we would expect of others.
In practical terms, this means that all laws applicable to the
Company's business are to be strictly observed, and its affairs are to be
conducted in keeping with the highest ethical and legal standards. Each Company
employee should deal with suppliers, customers, and other persons in a manner
that excludes any suggestion of personal advantage to the employee and that is
consistent with the Company's responsibilities as a good corporate citizen.
Please note that in this statement the term "employee" includes
officers and both employee and nonemployee directors, as well as all other
employees and managers in the Company and its subsidiaries. Each director,
officer, and employee of the Company has the obligation and responsibility to
follow both the spirit and the letter of this policy and to take the initiative
to seek clarifications should there be any question as to how to avoid
violations of the policy.
If you believe that there may have been a violation of the policy, you
should discuss the matter with your manager or supervisor. If you are not
comfortable doing that or believe that doing so would not be effective, you
should report your concerns to the general counsel. The general counsel will
investigate all reports received and take appropriate action. If a violation of
this policy has occurred, the Company will take such disciplinary action,
including dismissal, as it deems appropriate. Reports to the general counsel may
be made in writing, by phone, or in person. Concerns may be reported anonymously
by using the Company's toll free number, 800-553-0951 and requesting extension
3890. The
Company forbids retaliation against employees who report violations of
this policy in good faith.
I. CONFLICTS OF INTEREST
The term "conflict of interest" describes any circumstance that could
cast doubt on an employee's ability to act with total objectivity with regard to
the Company's interests. Consequently, employees, and members of their immediate
families, are expected to avoid any arrangement that could in any way improperly
affect the employee's judgment on behalf of the Company. Also to be avoided are
any actions that might place the employee under obligations that could interfere
with the duty to represent the Company at all times to the best of the
employee's ability.
Sometimes conflicts of interest will develop accidentally or
unexpectedly. If this happens, the employee should report the matter directly to
his or her supervisor or to the general counsel. Usually these problems can be
resolved if they are handled quickly and openly.
Although the following list is not exhaustive, it does provide specific
examples of the conflict situations that are prohibited:
A. No employee or member of the employee's immediate family may use or
attempt to use the employee's Company position for personal gain.
B. No employee may engage in outside employment or consulting work if
such work encroaches upon the employee's performance as a full-time Company
employee or is directly or indirectly in competition or conflict with Company
business.
C. No employee may own or acquire property or other business interests
if their value is likely to be affected by any action of the Company.
D. No employee may divert to himself or to herself or to others any
business opportunity in which the Company is interested or in which it might be
interested if the opportunity were fairly presented to it.
Other specific areas in which conflict of interest problems can arise
are discussed in the following two sections.
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II. INTERESTS IN CUSTOMERS, COMPETITORS, AND
SUPPLIERS
A. No employee or member of the employee's immediate family may hold a
material interest in any customer, competitor, supplier, contractor,
subcontractor, or other entity with which the Company does business unless such
interest is disclosed in writing to the Company's executive committee, and it is
determined by that committee that the employee's duties will not require the
employee to make decisions that could be influenced by such interest. For the
purposes of this policy, an ownership interest, through stock or otherwise, of
more than 1% is considered to be material.
B. No employee or member of the employee's immediate family may make a
loan to or receive a loan from (i) any customer, competitor, or supplier with
which the Company does business; or (ii) any director, officer, or employee of
any such entity. Transactions with financial institutions on normal and usual
business terms are excluded from this prohibition.
C. No employee may serve as a director or officer of a customer,
supplier, or other entity with which the Company does business without prior
written approval of the executive committee (or if such employee is a member of
the executive committee, the approval of the Company's board of directors).
Serving as a director or officer of, or consultant to, a competitor of the
Company is strictly prohibited.
III. GIFTS, FAVORS, AND ENTERTAINMENT;
COMMERCIAL BRIBERY
Employees and members of their immediate families are expected to avoid
involvements or situations that could interfere, or appear to interfere, with
the impartial discharge of the employee's duties. The following specific rules
are not necessarily inclusive of all situations that might arise. In all cases,
the exercise of good judgment and common sense by the employee or family member
is paramount.
A. No employee or member of the employee's immediate family may accept
gifts from a supplier, customer, or other entity with which the Company does
business where such gifts are of more than nominal value.
B. No employee or member of the employee's immediate family may accept
entertainment from any supplier, customer, or other entity with which the
Company does business that goes beyond the common courtesies generally and
normally acceptable as appropriate ethical business practices, either in scope
or in costs.
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C. Employees also must avoid conduct that could interfere, or appear to
interfere, with the impartial discharge by a customer's or supplier's employee
of his or her duties. Such conduct is unethical and may be illegal. Except as
provided below, no employee or member of the employee's immediate family shall
make any payment to, or give or offer to give, any gift or other item of value,
either directly or indirectly, to any supplier, customer, or other entity with
which the Company does business, or to any officer, director, or employee of any
such entity. Gifts or entertainment may be given or provided to representatives
of customers or potential customers only if they meet ALL of the following
criteria:
(1) the gift or entertainment is of such limited value that it cannot
be construed as a bribe, payoff, or other improper attempt to
procure business by any reasonable person applying normal,
generally accepted standards of business ethics;
(2) the gift or entertainment is legal;
(3) public disclosure of such gift or entertainment would not embarrass
the Company;
(4) the gift or entertainment does not involve the transfer of cash or
cash equivalents; and
(5) the employee has determined, after reasonable investigation, that
acceptance of the gift or entertainment will not violate any rule
or policy of the customer.
D. Secret commissions, discounts, compensation, or other payments to or
from customers, suppliers, and all other entities with which the Company does
business are strictly prohibited. The following special rules relating to
payments also should be observed:
(1) sales discounts are to be paid by credit to the customer's account
or, where this is not practical, by Company check made payable to
the customer only, in its firm name;
(2) commissions or fee arrangements should be in writing and are to be
made only with persons or firms serving as bona fide sales
representatives;
(3) any commission or fee to be paid to an agent for assistance in
securing orders or for after-sales services must be reasonable in
amount and consistent with normal practices for the industry
involved and for the services rendered; and
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(4) payments to an agent should never be in cash, but only by Company
check made payable to the agent.
IV. LEGAL COMPLIANCE
As stated at the beginning of this policy statement, the Company
expects its employees to conduct themselves on behalf of the Company according
to the highest ethical AND legal standards. It is essential, both for the good
of the Company and the individual employee, that there be strict compliance with
all laws affecting the Company and its activities.
Set forth below are brief summaries of the legal requirements in
particular areas. Depending on your responsibilities, there may be other
requirements that are relevant to your job. You are encouraged to discuss any
questions you may have concerning legal requirements either with your supervisor
or with a member of the legal department. Employees also are expected to be
familiar with and to comply with the provisions of the Company's corporate
compliance guide.
For employees at locations outside the United States, some of the
specific legal requirements discussed here and in the compliance guidelines may
not be directly applicable. Those employees, however, are still responsible for
complying with all laws applicable to their locations and operations. Any
questions concerning the legal requirements in a non-U.S. location should be
directed to the legal department.
A. ANTITRUST LAWS
As mentioned, it is not the purpose of this policy statement to go into
detail with regard to either domestic or foreign trade practices and antitrust
laws. In general, though, the principles set forth below should be kept in mind.
(1) Agreements or understandings with competitors to limit or restrict
competition on matters such as prices, terms or conditions of sale, production,
distribution, territories, or customers are both generally bad business
practices and unlawful. Such practices are strictly prohibited.
(2) Contracts or other arrangements with customers or suppliers that
involve exclusive dealing, tie-in sales, or other restrictive practices, or that
may result in differences in price or other terms of sale between customers,
including quantity discounts, may be unlawful and should not be entered into
without prior review by the legal department.
(3) The antitrust laws are complex and their requirements can be
confusing. It is particularly important in this area, therefore, that the advice
of the
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legal department be sought prior to implementing any arrangement about which
there could be a question.
B. USE OF CONFIDENTIAL INFORMATION - SECURITIES LAWS
One of the purposes of the federal securities laws is to prevent
employees from using information not generally available to the public to make a
profit through trading in the Company's common shares. Violation of these laws
can result in civil and criminal penalties for both the employee and the
Company. Accordingly, any employee who has access to information about the
Company or its activities that is not generally available to the public is
prohibited from profiting from or otherwise taking advantage of that
information. Employees are specifically prohibited from:
(1) trading in the common shares of the Company while in the possession
of nonpublic information concerning the Company that might affect the price of
the shares if generally known;
(2) trading in the stock of another corporation on the basis of
nonpublic information concerning a current or proposed transaction or
relationship between the Company and that corporation;
(3) trading in the Company's common shares at any time when a "trading
ban" issued by the corporate secretary of the Company is in effect; and
(4) disclosing any nonpublic information concerning the Company or its
business to others who might engage in stock transactions based on it.
Among the types of information that employees need to be careful with
is anything relating to significant new products or discoveries, sales and
earnings figures, major contracts, plans for stock splits or stock repurchases,
and acquisitions and mergers.
If you have any questions about these rules or if you wish to discuss a
proposed transaction, please contact the corporate secretary of the Company.
Officers and directors should take special note that more stringent trading
restrictions apply to them, and they should not engage in transactions involving
the Company's stock without first reviewing the matter with the corporate
secretary.
C. POLITICAL ACTIVITY; BRIBERY
The Company encourages its employees to participate on their own time
in such political activities as they desire. A decision to contribute personal
time or money must be purely voluntary, however, and the rules set forth below
must be observed with regard to the Company's involvement.
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(1) It is illegal for a corporation to contribute services (except
through a political action committee) or corporate funds for partisan political
purposes anywhere in the United States. Accordingly, Company funds are not to be
expended for any political candidate or party activity, nor may any employee's
individual contributions be reimbursed out of Company funds. Company involvement
in lobbying activities or in nonpartisan, issue campaigns must be reviewed in
advance with the legal department and approved at corporate headquarters.
(2) While political contributions of corporate funds or services are
not illegal in many foreign countries (and in fact may be both legal and
customary) they are generally against Company policy. No such contributions may
be made by or on behalf of the Company without the prior approval of the legal
department.
(3) Neither the Company, nor an employee on his or her own behalf or on
the Company's behalf, shall offer or provide any payment, gift, or other item of
value, either directly or indirectly, to any official or employee of any
government (whether domestic or foreign) or to any political leader or party in
exchange for or in an attempt to procure governmental action favorable to the
Company.
(4) Neither the Company, nor an employee on his or her own behalf or on
the Company's behalf, shall make any payment or gift or otherwise give anything
of value to any government or governmental agency to procure or attempt to
procure government business. This prohibition includes, without limitation,
consulting or other fees to third parties where there is reason to believe that
all or part of such fees will be distributed to, or for the benefit of,
governmental officials to procure business or other action favorable to the
Company.
(5) The Company recognizes that in some foreign countries governmental
clerical personnel (such as immigration, customs, and licensing personnel) will
not perform their normal functions unless they are paid additional compensation
to do so. Such payments may be made, in foreign countries only, provided that
they are nominal in amount, are consistent with local custom, and are recorded
accurately on the official books and records of the Company.
D. COMPANY BOOKS AND RECORDS
Federal securities laws require all public companies to disclose
complete and accurate financial information regularly. Implicit in this
obligation is the requirement that the Company's financial statements be
complete and not misleading in any material respect.
The Company prepares consolidated financial statements and related
information on a quarterly and annual basis for release to the general public.
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The management of the Company is primarily responsible for the integrity of
financial information and for ensuring that all disclosures in reports filed
with the SEC and other public communications are full, fair, accurate, and
timely and that such disclosures are not misstated due to fraud or error.
Each officer or other employee with access to, or responsibility for,
accounting or financial information relating to the Company shall promptly bring
to the attention either of the general counsel or the manager of internal audit
any information he or she may have concerning the following: (i) significant
deficiencies in the design or operation of internal controls that could
adversely affect the Company's ability to record, process, summarize, and report
financial data accurately; or (ii) any fraud, whether or not material, that
involves management or other employees who have a significant role in the
Company's financial reporting, disclosures, or internal controls.
Each employee is responsible for safeguarding the Company's assets and
for ensuring that the corporate books and records are accurate and fairly
reflect the transactions of the Company.
E. COMPANY ASSETS, COMPUTERS, E-MAIL AND RELATED TECHNOLOGY
It is the common responsibility of all employees to ensure that the
technology made available by the Company is used in a manner consistent with all
Company policies. Licensed or purchased computer software is not to be copied
without authorization of the licensor and the Company. All assets, systems and
equipment are and shall remain the sole property of the Company.
Employees may not use technology provided by the Company for any
communications, incoming or outgoing, of an illegal, offensive, discriminatory,
harassing, threatening, or obscene nature. Solicitation of non-Company business
or any use of the Company's systems or equipment (e.g., the Internet or e-mail)
for personal gain is prohibited.
Employees do not have, and should not expect to have, any right to
privacy concerning what is contained in or passes through the Company's
computers or systems, including e-mail, voice mail, telephone, and Internet
connections. The Company may access software, files, documents, or
communications stored on its property or in its systems, including personal
computers, to assure proper use and to prevent security violations.
F. POSITIVE WORK ENVIRONMENT
The Company has an anti-harassment policy committed to providing a
positive work environment for all of its employees. Any type of harassment,
whether of a racial, sexual, ethnic, or other nature, is absolutely prohibited.
The
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Company actively enforces its policy against harassment and employees are
encouraged to review that policy in detail. The policy applies to all conduct on
the Company's premises and to all conduct off the Company's premises that
affects an employee's work environment. It applies not only to relationships
with and conduct toward other employees; it also applies to how employees
conduct themselves with respect to representatives of suppliers, customers, and
others with whom the Company has business relations. The Company considers
violation of the policy to be a serious offense that will lead to discipline, up
to and including discharge.
Harassment comes in many forms and may be physical, verbal, mental, or
emotional. Generally, it is any conduct directed towards another person that,
when viewed by a reasonable person, would or could be perceived as
objectionable. Harassment includes creating a hostile work environment or
permitting one to exist.
An employee will not suffer adverse employment consequences from making
or taking part in the investigation of a good faith complaint concerning
harassment. Any form of retaliation, including, but not limited to, derogatory
comments, is strictly against Company policy.
G. WAIVERS AND ACCOUNTABILITY
Any changes to this policy and any waivers of this policy for or on
behalf of any director, executive officer, or senior financial officer of the
Company must be approved by the Company's board, or by a committee of the board,
to which authority to issue such waivers has been delegated by the board. Any
such waivers will be promptly disclosed to the public, as required by applicable
law. Waivers of this policy for any other employee may be made only by an
authorized officer of the Company.
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I have received and studied the Policy on Ethics and Conduct of The J. M.
Smucker Company. This policy applies to the employees, officers, and directors
of the Company and each of its subsidiaries. I understand its requirements and I
know of no violations at this time that have not been reported to or discussed
with either my supervisor, an officer, or a member of the human resource or
legal departments.
Employee (Signature) _________________________________________
Employee (Printed) ___________________________________________
Location _____________________________________________________
Date _________________________________________________________
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