Exhibit 14
A. SCHULMAN, INC.
CODE OF CONDUCT
Adopted APRIL 8, 2004
A. GENERAL PHILOSOPHY
The honesty, integrity and sound judgment of our employees, officers and
directors is essential to the Company's reputation and success.
Our Code of Conduct governs the actions and working relationships of the
Company's employees, officers and directors with current and potential
customers, fellow employees, competitors, government and self-regulatory
agencies, the media, and anyone else with whom the Company has contact. When our
Code of Conduct refers to "the Company," that term includes the Company's
affiliates.
Our Code of Conduct:
- requires the highest standards for honest and ethical conduct, including
proper and ethical procedures for dealing with actual or apparent
conflicts of interest between personal and professional relationships;
- requires full, fair, accurate, and timely disclosure in the periodic
reports required to be filed by the Company with governmental agencies;
- requires compliance with applicable laws, rules and regulations;
- addresses potential or apparent conflicts of interest and provides
guidance for employees, officers and directors to communicate those
conflicts to the Company;
- addresses misuse or misapplication of the Company's property and
business opportunities;
- requires the highest level of confidentiality and fair dealing within
the Company and outside the Company; and
- requires prompt internal reporting of violations of our Code of Conduct
and proper reporting of any illegal behavior.
B. CONFLICTS OF INTEREST
A "conflict of interest" occurs when your private interest in any way
interferes or appears to interfere with the interests of the Company. You are
expected to avoid all situations that might lead to a real or apparent material
conflict between your self-interest and your duties and responsibilities as an
employee, officer or director of the Company.
C. CONFIDENTIALITY
Nonpublic information regarding the Company or its business, employees,
customers and suppliers is confidential. As an employee, officer or director,
you are trusted with confidential information. You are only to use such
confidential information for the intended business purpose of the Company. You
are not to share confidential information with anyone outside of the Company,
including family and friends, or with other employees of the Company who do not
need the information to carry out their duties. Your obligation to keep all
information confidential continues even if your employment with the Company
ends.
The following is a non-exclusive list of confidential information:
(i) material, non-public financial information regarding the Company or
any of its subsidiaries or affiliates;
(ii) trade secrets, which include any business or technical information,
such as a program, method, technique, compilation or information
that is valuable because it is not generally known;
(iii) all rights to any invention or process developed by an employee
using the Company's facilities or trade secrets, resulting from any
work for the Company, or relating to the Company's business, is
considered to be "work-for-hire" under the United States copyright
laws and belongs to the Company; and
(iv) proprietary information such as customer lists.
All public and media communications involving the Company must have prior
clearance by the Company's senior management.
D. GIFTS AND ENTERTAINMENT
In many industries and countries, gifts and entertainment are common
practices used to strengthen business relationships. Throughout the world, the
Company's position is clear. No gifts, favor, or entertainment should be
accepted or provided if it will obligate or appear to obligate the person who
receives it. Receiving or giving gifts of cash or cash equivalents is never
allowed.
Company employees may accept or give gifts, favors, and entertainment only
if they meet all of the following criteria:
- They are not against the law or the policy of the other parties'
company
- They are consistent with customary business practices in the country
or industry
- They are reasonably related to business relationships
- They are consistent with any existing business unit guidelines
- They cannot be construed as a bribe, payoff, or improper influence
- They do not violate our business values or ethics in any other
manner
E. FINANCIAL REPORTING
You are required to report timely to the Company's senior management all
information in your possession that may be necessary to ensure that the
Company's financial reports and disclosures, as filed with or submitted to the
Securities and Exchange Commission or in other public communications are full,
fair, and accurate.
F. INSIDER TRADING
It is both unethical and illegal to buy, sell, trade or otherwise
participate in transactions involving the Company's securities while in
possession of material information concerning the Company that has not been
released to the general public, but which when released may have an impact on
the market price of the Company's securities. It is also unethical and illegal
to buy, sell, trade or otherwise participate in transactions involving the
securities of any other company while in possession of similar non-public
material information concerning such company. Any questions concerning the
propriety of effecting a transaction in the Company's (or other company's)
securities should be directed to the Company's Chief Financial Officer or
compliance officer.
G. OUTSIDE BUSINESS RELATIONSHIPS
Before agreeing to act as a director, officer, consultant or advisor for any
other business organization, you should notify your immediate supervisor.
Directors should disclose all new directorships or potential directorships to
the Chairman of the Nominating and Corporate Governance Committee.
H. FAIR DEALING
Each employee, officer and director should undertake to deal fairly with the
Company's customers, suppliers, competitors and employees.
I. REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR
The Company requires its employees, officers and directors to talk to
supervisors, managers or other appropriate personnel to report and discuss any
known or suspected criminal activity involving the Company or its employees. If,
during the course of your employment, you become aware of any suspicious
activity or behavior, including concerns regarding questionable accounting or
auditing matters, you must report violations of laws, rules, regulations or our
Code of Conduct to a member of the Company's senior management. Reporting the
activity will not subject the employee to discipline absent a knowingly false
report. All reports will be treated confidentially and will receive a full
inquiry.
J. ADMINISTRATION, ENFORCEMENT AND WAIVER OF CODE OF CONDUCT
Our Code of Conduct shall be administered and monitored by the Company's
senior management. Any questions and further information on our Code of Conduct
should be directed to the Company's senior management.
Employees, officers and directors of the Company are expected to follow our
Code of Conduct at all times. In rare circumstances, situations may arise in
which a waiver may be appropriate. Waivers will be determined on a case-by-case
basis by the Company's senior management and by the Board of Directors for
directors and officers. Any waiver for directors or officers, and the grounds
therefore, shall be disclosed to stockholders in accordance with applicable laws
and regulations.
Failure to comply with our Code of Conduct may result in disciplinary
action up to and including termination, depending on the nature and severity of
the violation. In addition, any supervisor, manager, officer or director who
directs, approves or condones infractions, or has knowledge of them and does not
promptly report and correct them, will be subject to disciplinary action up to
and including termination.
K. FOREIGN CORRUPT PRACTICES ACT/POLITICAL ACTIVITIES
In addition to the provisions of our Code of Conduct and other policies of
the Company, employees working with any governmental entity in any country have
an obligation to know, understand and abide by the laws and regulations that
apply to the conduct of business with government entities. If a government
agency, whether national, state or local, has adopted a more stringent policy
than the Company's regarding gifts and gratuities, the Company's employees and
representatives must comply with that more stringent policy.
The U.S. Foreign Corrupt Practices Act ("FCPA") makes it a crime for
companies as well as their officers, directors, employees, and agents, to pay,
promise, offer or authorize the payment of anything of value to a foreign
official, foreign political party, officials of foreign political parties,
candidates for foreign political office or officials of public international
organizations for the purpose of obtaining or retaining business. Similar laws
have been, or are being, adopted by other countries. Payments of this nature are
strictly against the Company's policy even if the refusal to make them may cause
the Company to lose business. The FCPA also requires covered companies to
maintain accurate books, records and accounts and to devise a system of internal
accounting controls sufficient to provide reasonable assurance that, among other
things, the Company's books and records fairly reflect, in reasonable detail,
transactions and dispositions of its assets.
We will not give or encourage anyone else to give inducements of any kind to
any government employee, or to any supplier under government or nongovernmental
contracts or subcontracts, in order to gain any business advantage or contract.
L. AVOIDING DISCRIMINATION AND HARASSMENT
The Company is committed to following the laws, within and outside the U.S.,
prohibiting discrimination and employment matters (i.e., hiring, rate of pay,
promotion, demotion and termination) because of age, race, color, marital
status, sex, sexual orientation, religion, national origin, disability or
veteran status. An essential part of our commitment to equal employment
opportunities is to maintain a working environment in which employees may
perform their jobs without physical or verbal harassment because of race,
marital status, sex, sexual orientation, color, national origin, religion, age,
disability or veteran status. It is important for all employees to know and
understand that the Company will not tolerate any form of harassment.
Employees with concerns about employment, employment discrimination or
harassment should contact their supervisor, the person in their organization
designated to advise on such matters or their human resources representative.